Sec Form 13D Filing - GREAT HILL INVESTORS LLC filing for Wayfair Inc. (W) - 2021-01-20

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Wayfair Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

94419L101

(CUSIP Number)

 

Great Hill Partners, L.P.

Attn: John S. Dwyer

200 Clarendon Street, 29th Floor,

Boston, MA 02116
(617) 790-9400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 14, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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. 94419L101 13D Page 1 of 12 pages

 

1 Names of Reporting Persons

Great Hill Investors, LLC
2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

 

Massachusetts

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 94419L101 13D Page 2 of 12 pages

 

1

Names of Reporting Persons

 

Great Hill Equity Partners VII, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 3 of 12 pages

 

1

Names of Reporting Persons

 

Great Hill Equity Partners VII-Pref, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 4 of 12 pages

 

1

Names of Reporting Persons

 

Great Hill Equity Partners VII PV, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 5 of 12 pages

 

1

Names of Reporting Persons

 

Great Hill Equity Partners VII-Pref PV, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 6 of 12 pages

 

1

Names of Reporting Persons

 

GHEP VII Aggregator, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 7 of 12 pages

 

1

Names of Reporting Persons

 

Great Hill Partners GP VII, L.P.

2 Check the Appropriate Box if a Member of a Group

(a) ¨
(b)
¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 94419L101 13D Page 8 of 12 pages

 

1

Names of Reporting Persons

 

GHP VII, LLC

2 Check the Appropriate Box if a Member of a Group

(a) ¨
(b)
¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 94419L101 13D Page 9 of 12 pages

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 17, 2020 (as amended to date, the “Schedule 13D”) relating to the Class A common stock (the “Common Stock”) of Wayfair Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

 

The Distribution

 

On January 14, 2021, pursuant to the previously disclosed 10b5-1 Plan, (i) GHEP VII Aggregator converted all of the 2.50% Accreting Convertible Senior Notes due 2025 (the “Notes”) owned by it, including all interest payments accrued and added thereto, and (ii) GHI and the GHEP Entities distributed all of the Common Stock owned by them or issuable to them upon conversion of the Notes to their respective partners, who in turn distributed all such shares of Common Stock to their respective partners and members (the “Distribution”).

 

Item 5.Interest in Securities of the Issuer.

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 76,301,981 shares of Common Stock outstanding as of the date hereof, which includes 3,490,175 shares issued upon conversion of the Notes and 72,811,806 shares of Common Stock outstanding as of October 27, 2020:

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class

   Sole
power to
vote or to
direct the
vote
   Shared
power to
vote or to
direct the
vote
   Sole power
to dispose
or to direct
the
disposition
   Shared
power to
dispose or to
direct the
disposition
 
Great Hill Investors, LLC   0    0.0%   0    0    0    0 
Great Hill Equity Partners VII, L.P.   0    0.0%   0    0    0    0 
Great Hill Equity Partners VII-Pref, L.P.   0    0.0%   0    0    0    0 
Great Hill Equity Partners VII PV, L.P.   0    0.0%   0    0    0    0 
Great Hill Equity Partners VII-Pref PV, L.P.   0    0.0%   0    0    0    0 
GHEP VII Aggregator, L.P.   0    0.0%   0    0    0    0 
Great Hill Partners GP VII, L.P.   0    0.0%   0    0    0    0 
GHP VII, LLC   0    0.0%   0    0    0    0 

 

 

 

 

CUSIP No. 94419L101 13D Page 10 of 12 pages

 

(c)       During the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock except for the Distribution.

 

(d)       None.

 

(e)       On January 14, 2021, following the Distribution, the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock.

 

 

 

 

CUSIP No. 94419L101 13D Page 11 of 12 pages

 

SIGNATURES

 

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:     January 20, 2021

 

  Great Hill Investors, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  Great Hill Equity Partners VII, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  Great Hill Equity Partners VII-Pref, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  Great Hill Equity Partners VII PV, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  Great Hill Equity Partners VII-Pref PV, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title:Authorized Signatory

 

 

 

 

CUSIP No. 94419L101 13D Page 12 of 12 pages

 

  GHEP VII Aggregator, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  Great Hill Partners GP VII, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory

 

  GHP VII, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory