Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
Amendment No. 1
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to     
Commission File Number: 001-36666
 
Wayfair Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
36-4791999
(I.R.S. Employer
Identification Number)
4 Copley Place, 7th Floor, Boston, MA
(Address of principal executive offices)
 
02116
(Zip Code)
(617) 532-6100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 (Do not check if a
smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
Class
 
Outstanding at July 31, 2016
Class A Common Stock, $0.001 par value per share 
 
48,191,578
Class B Common Stock, $0.001 par value per share
 
36,803,486








EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the "Amendment") to the Quarterly Report on Form 10-Q of Wayfair Inc. (the "Company") for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission (the "SEC") on August 9, 2016 (the "Original Filing"), is being filed solely to include revised Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits, to include certain statements required by Item 601(b)(31) of Regulation S-K inadvertently omitted when previously filed.
Except for the foregoing amended information, this Amendment does not alter or update any other information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s filings made with the SEC subsequent to the filing of the Original Filing.





PART II
Item 6. Exhibits
See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
WAYFAIR INC.
 
 
By:
/s/ NIRAJ SHAH
 
 
 
Niraj Shah
 
 
 
President and Chief Executive Officer
 
 
Date: October 31, 2016
 





Item 6. Exhibits
 
 
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Exhibit Description
 
Filed
Herewith
 
Form
 
File No.
 
Filing Date
 
Exhibit
Number
10.1
 
Amendment No. 4 to Loan Agreement, dated as of July 31, 2016, by and between Bank of America, N.A. and Wayfair LLC.
 
 
 
8-K
 
001-36666

 
8/4/2016
 
10.1
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
X
 
 
 
 
 
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
32.1
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
32.2
101.INS
 
XBRL Instance Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.INS
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.SCH
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.CAL
101.DEF
 
XBRL Taxonomy Definition Linkbase Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.DEF
101.LAB
 
XBRL Taxonomy Labels Linkbase Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.LAB
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document
 
 
 
10-Q
 
001-36666

 
8/9/2016
 
101.PRE