Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Wayfair Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
94419L 10 1
(CUSIP Number)
December 30, 2022
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 94419L 10 1
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott
General Partners LLC
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
3,823,239 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
3,823,239 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,823,239 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.7% |
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 94419L 10 1
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott Investors Profit Sharing Trust
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
145,302 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
145,302 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
145,302 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
0.2% |
12 |
TYPE OF REPORTING PERSON
EP |
CUSIP No. 94419L 10 1
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
CITIZEN OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
1,585,000 |
6 |
SHARED VOTING POWER
187,500 |
7 |
SOLE DISPOSITIVE POWER
1,585,000 |
8 |
SHARED DISPOSITIVE POWER
187,500 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,772,500 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
2.2% |
12 |
TYPE OF REPORTING PERSON
IN |
Explanatory Note:
The following constitutes Amendment No. 7
(the “Amendment”) to the joint filing on Schedule 13G by Prescott General Partners LLC (“PGP”),
Prescott Investors Profit Sharing Trust (“PIPS”) and Thomas W. Smith originally filed with the Securities and Exchange
Commission (“SEC”) on October 3, 2016, as amended by Amendment No. 1 filed with the SEC on February 14,
2017, Amendment No. 2 filed with the SEC on February 14, 2018, Amendment No. 3 filed with the SEC on February 14,
2019, Amendment No. 4 filed with the SEC on February 14, 2020, Amendment No. 5 filed with the SEC on February 16,
2021, and Amendment No. 6 filed with the SEC on February 14, 2022 (as amended, the “Schedule 13G”). Unless
otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13G.
ITEM 1. | (a) |
Name of Issuer: |
Wayfair Inc.
| (b) | Address of Issuer's Principal Executive Offices: |
4 Copley Place, 7th Floor
Boston, MA 02116
ITEM 2. | (a) |
Name of Person Filing: |
(i) PGP
(ii) PIPS
(iii) Thomas W. Smith
The joint filing of this statement shall not be deemed to
be an admission that the reporting persons (the “Reporting Persons”) comprise a “group” within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership
of the shares reported in this statement in excess of those shares as to which they have or share voting or investment authority.
| (b) | Address of Principal Business Office: |
The following is the address of the principal business office
of each of the Reporting Persons:
2200 Butts Road, Suite 320
Boca
Raton, FL 33431
PGP is a Delaware limited liability company. PIPS is an
employee profit-sharing plan organized under the laws of the State of Delaware. Thomas W. Smith is a United States citizen.
| (d) | Title of Class of Securities: |
Class A Common Stock, $0.001 par value
94419L 10 1
ITEM 3. | If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
If this Statement is filed pursuant to Rule 13d-1(c),
check this box x
| (a) | PGP – 3,823,239 shares; PIPS – 145,302 shares; Thomas W. Smith – 1,772,500 shares. |
| (b) | PGP – 4.7%; PIPS – 0.2%; Thomas W. Smith – 2.2%. |
| (c) | PGP, as the general partner of three private investment limited partnerships
(the “Partnerships”), may be deemed to share the power to vote or to direct the vote and to dispose or to direct the
disposition of 3,823,239 shares held by the Partnerships. |
PIPS
has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 145,302 shares.
Mr. Smith has the sole power to vote or to direct the
vote of and to dispose or to direct the disposition of 1,535,000 shares held by Ridgeview Smith Investments LLC, a limited liability company
established by Mr. Smith, the sole member of which is a revocable trust established by Mr. Smith for the benefit of his family,
as well as 50,000 shares held by a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee.
In his capacity as investment manager for certain managed
accounts, Mr. Smith may be deemed to have the shared power to vote or to direct the vote of and to dispose or to direct the disposition
of 187,500 shares. Voting and investment authority over investment accounts established for the benefit of certain family members and
friends of Mr. Smith is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition
of the investment account.
ITEM 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
ITEM 8. | Identification and Classification of Members of the Group |
Not applicable.
ITEM 9. | Notice of Dissolution of Group |
Not applicable.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14,
2023
|
PRESCOTT General partners LLC |
|
|
|
/s/ Scott J. Vassalluzzo |
|
Name: Scott J. Vassalluzzo |
|
Title: Managing Member |
|
|
|
PRESCOTT INVESTORS PROFIT SHARING TRUST |
|
|
|
/s/ Scott J. Vassalluzzo |
|
Name: Scott J. Vassalluzzo |
|
Title: Trustee |
|
|
|
/s/ Thomas W. Smith |
|
Thomas W. Smith |
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Amendment
No. 7 to Schedule 13G, dated February 14, 2023, is being filed with the Securities and Exchange Commission on behalf of each
of the undersigned pursuant to Rule 13d-1(k).
Date: February 14,
2023
|
PRESCOTT General partners LLC |
|
|
|
/s/ Scott J. Vassalluzzo |
|
Name: Scott J. Vassalluzzo |
|
Title: Managing Member |
|
|
|
PRESCOTT INVESTORS PROFIT SHARING TRUST |
|
|
|
/s/ Scott J. Vassalluzzo |
|
Name: Scott J. Vassalluzzo |
|
Title: Trustee |
|
|
|
/s/ Thomas W. Smith |
|
Thomas W. Smith |
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