FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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. Issuer Name and Ticker or Trading Symbol

Wayfair Inc. [ W ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CHARLESBANK CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2020
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 5/12/2020  A  1051 (1)(2)A$0 36068 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares of Class A Common Stock are issuable upon vesting of a restricted stock unit ("RSU"). The RSU vests upon the satisfaction of a service condition, over a three year period commencing on May 1, 2020. The service condition is satisfied as to 1/3rd of the shares on May 1, 2021 and as to an additional 1/12th of the shares for each three month period of continuous service thereafter.
(2) Pursuant to the Limited Partnership Agreements of Charlesbank Equity Fund IX, Limited Partnership, and certain affiliated funds (the "Funds"), proceeds received in connection with shares issuable upon vesting of the RSU will be allocated to the Funds.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
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-Fact5/14/2020
**Signature of Reporting PersonDate

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