FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Choe Michael W. 2. Date of Event Requiring Statement (MM/DD/YYYY)
5/12/2020 

3. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [W]
(Last)       (First)       (Middle)
C/O CHARLESBANK CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 54TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
BOSTON, MA 02116      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock  35017  D (1)
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2.5% Accreting Convertible Senior Notes due 2025  4/8/2020  4/1/2025  Class A Common Stock  3448275.8621  $72.50  I  By CBEP Investments, LLC (2)

Explanation of Responses:
(1)  Shares held jointly with the Reporting Person's spouse.
(2)  The Reporting Person is a Managing Director and the Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the sole member of Charlesbank Equity Fund IX, GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the general partner of Charlesbank Equity Fund IX, Limited Partnership, which is the manager of CBEP Investments, LLC; and the Reporting Person is a member of the investment committee of Charlesbank Capital Partners, LLC that has voting and investment power over the investments made by CBEP Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities held by CBEP Investments, LLC, except to the extent of his pecuniary interest therein.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Choe Michael W.
C/O CHARLESBANK CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
X



Signatures
/s/ Stephanie Pare Sullivan, Attorney-in-Fact 5/14/2020
**Signature of Reporting Person Date
Wayfair (NYSE:W)
Historical Stock Chart
From Sep 2020 to Oct 2020 Click Here for more Wayfair Charts.
Wayfair (NYSE:W)
Historical Stock Chart
From Oct 2019 to Oct 2020 Click Here for more Wayfair Charts.