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 * Conine Steven 2. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [ W ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Co-Founder
(Last)         (First)         (Middle)
C/O WAYFAIR INC., 4 COPLEY PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/24/2020
(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  8/24/2020    S(1)    4080  D $348.26 (2) 75920 (3) 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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.02 to $349.00, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)  On August 13, 2020, the reporting person filed a Form 4 that inadvertently overstated the number of shares sold by the reporting person by 39 shares. This Form 4 corrects such error by increasing the total amount of securities directly owned by the reporting person by such 39 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Conine Steven
C/O WAYFAIR INC., 4 COPLEY PLACE
BOSTON, MA 02116
X X Co-Founder

Signatures
/s/ Enrique Colbert, Attorney-in-Fact for Steven Conine 8/25/2020
**Signature of Reporting Person Date
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