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Filing Details

Accession Number:: 0001104659-24-032542
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-08 18:16:47
Reporting Period:: 2024-03-06

Accepted Time:: 2024-03-08 18:16:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1504776	Warby Parker Inc.	WRBY	Ophthalmic Goods (3851)	800423634

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1883345	Harris Neil Blumenthal	C/O Warby Parker Inc., 233 Spring Street, 6Th Floor East New York NY 10013	Co-Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2024-03-06	28,311	$0.00	40,488	No	4	C	Direct
Class A Common Stock	Disposition	2024-03-06	28,311	$11.88	12,177	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-03-07	50,000	$0.00	62,177	No	4	C	Direct
Class A Common Stock	Disposition	2024-03-07	50,000	$12.40	12,177	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units	Disposition	2024-03-06	3,030	$0.00	3,030	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2024-03-06	4,332	$0.00	4,332	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2024-03-06	44,703	$0.00	44,703	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2024-03-06	52,065	$0.00	52,065	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-03-06	28,311	$0.00	28,311	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-03-07	50,000	$0.00	50,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
142	No	4	M	Direct
15,740	No	4	M	Direct
799,284	No	4	M	Direct
4,304,952	No	4	M	Direct
4,276,641	No	4	C	Direct
4,226,641	No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	200,000	Indirect	By Royal Blue Aries Trust
Class A Common Stock	200,000	Indirect	By Tiffany Blue Gemini Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	200,000	200,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	200,000	200,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	1,519,661	1,519,661	Indirect
Class A Common Stock	Class B Common Stock	$0.00	385,221	385,221	Indirect
Class A Common Stock	Class B Common Stock	$0.00	800,000	800,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	1,000,000	1,000,000	Indirect

Amount	Remaning Holdings	Nature of Ownership
200,000	200,000	Indirect
200,000	200,000	Indirect
1,519,661	1,519,661	Indirect
385,221	385,221	Indirect
800,000	800,000	Indirect
1,000,000	1,000,000	Indirect

Footnotes

These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2023.
The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $12.30 to $12.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
This filing relates to the occurrence of a RSU vesting event.
The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (i) transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group, (ii) October 1, 2031, (iii) with respect to any Class B Common Stock held by any person or entity in Neil Blumenthal's permitted ownership group, (A) such time as Neil Blumenthal is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Neil Blumenthal ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Neil Blumenthal,
and (iv) with respect to any Class B common stock held by any person or entity in Dave Gilboa's permitted ownership group, (A) such time as Dave Gilboa is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Dave Gilboa ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Dave Gilboa.