| 1000 Winter Street, Suite 3700 Waltham, MA 02451 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com | |
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FIRM / AFFILIATE OFFICES | ||
| Abu Dhabi | Milan |
| Barcelona | Moscow |
| Beijing | Munich |
| Boston | New Jersey |
| Brussels | New York |
| Chicago | Orange County |
May 7, 2014 | Doha | Paris |
| Dubai | Riyadh |
| Düsseldorf | Rome |
| Frankfurt | San Diego |
| Hamburg | San Francisco |
| Hong Kong | Shanghai |
| Houston | Silicon Valley |
| London | Singapore |
| Los Angeles | Tokyo |
| Madrid | Washington, D.C. |
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
CONFIDENTIAL SUBMISSION
Pursuant to Title I
Section 106 under the
Jumpstart Our Business Startups Act
Re: Wayfair LLC Confidential Submission of Draft Registration Statement on Form S-1
Ladies and Gentlemen:
On behalf of Wayfair LLC, a Delaware limited liability company (the “Company”), and in connection with the confidential submission of its draft registration statement on Form S-1 (the “Registration Statement”) on the date hereof, we hereby confidentially submit the draft Registration Statement pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act (the “JOBS Act”) for non-public review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) prior to the public filing of the Registration Statement.
Pursuant to Title I, Section 101 of the JOBS Act, the Company is an “emerging growth company” that had total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year ended December 31, 2013. Therefore, the Company is permitted to make this confidential submission of the Registration Statement for review by the Staff, provided that the Registration Statement and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the Company conducts a “road show,” as such term is defined in Title 17, Section 230.433(h)(4) of the Code of Federal Regulations.
Please direct all notices and communications with respect to this confidential submission to each of the following:
| Niraj Shah, Chief Executive Officer |
| Michael Fleisher, Chief Financial Officer |
| Wayfair LLC |
| 177 Huntington Avenue, Suite 6000 |
| Boston, MA 02115 |
| Telephone: (617) 532-6100 |
| Facsimile: (617) 532-6148 |
with a copy to: John H. Chory, Esq.
Susan L. Mazur, Esq.
Latham & Watkins LLP
1000 Winter Street, Suite 3700
Waltham, MA 02451
Telephone: (617) 948-6034 and (781) 948-6032
Facsimile: (617) 948-6001
Please contact the undersigned at (781) 434-6626 or emily.taylor@lw.com if you have any questions regarding the foregoing.
| Very truly yours, |
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| /s/ Emily E. Taylor |
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| Emily E. Taylor |
| of LATHAM & WATKINS LLP |
cc: Niraj Shah, Wayfair LLC
Michael Fleisher, Wayfair LLC
John H. Chory, Latham & Watkins LLP
Susan L. Mazur, Latham & Watkins LLP
Julie H. Jones, Ropes & Gray LLP
Thomas Holden, Ropes & Gray LLP