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Blumenthal Neil Harris – ‘4’ for 9/9/22 re: Warby Parker Inc.

On:  Tuesday, 9/13/22, at 8:18pm ET   ·   For:  9/9/22   ·   As:  Director and Officer   ·   Accession #:  1104659-22-99778   ·   File #:  1-40825

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/13/22  Blumenthal Neil Harris            4          Dir.,Off.   1:21K  Warby Parker Inc.                 Toppan Merrill/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document -- tm2225738-4_4seq1.xml/3.6     HTML     20K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Ownership Document — tm2225738-4_4seq1.xml/3.6
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Blumenthal Neil Harris

(Last)(First)(Middle)
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST

(Street)
NEW YORKNY10013

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
XOfficer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
9/9/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Class A Common Stock 9/9/22C 5,099A$05,205D
Class A Common Stock 9/9/22S (1) 5,099D$15.1106D
Class A Common Stock 200,000IBy Royal Blue Aries Trust
Class A Common Stock 200,000IBy Tiffany Blue Gemini Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (2) 9/9/22M 3,608 (3) (4) (4)Class B Common Stock3,608$06,013D
Restricted Stock Units (2) 9/9/22M 4,545 (3) (5) (5)Class B Common Stock4,545$025,897D
Restricted Stock Units (2) 9/9/22M 4,331 (3) (6) (6)Class B Common Stock4,331$041,729D
Class B Common Stock (7) (8) 9/9/22M 12,484 (7) (8) (7) (8)Class A Common Stock12,484$03,202,947D
Class B Common Stock (7) (8) 9/9/22C 5,099 (7) (8) (7) (8)Class A Common Stock5,099$03,197,848D
Restricted Stock Units (2) (9) (9)Class B Common Stock939,020 939,020D
Class B Common Stock (7) (8) (7) (8) (7) (8)Class A Common Stock200,000 200,000IBy Royal Blue Aires Trust
Class B Common Stock (7) (8) (7) (8) (7) (8)Class A Common Stock200,000 200,000IBy Tiffany Blue Gemini Trust
Class B Common Stock (7) (8) (7) (8) (7) (8)Class A Common Stock1,519,661 1,519,661IBy Neil H. Blumenthal 2011 Family Trust
Class B Common Stock (7) (8) (7) (8) (7) (8)Class A Common Stock385,221 385,221IBy Teal Aquarius Trust
Class B Common Stock (7) (8) (7) (8) (7) (8)Class A Common Stock800,000 800,000IBy Cobalt Pisces Trust
Explanation of Responses:
(1)  These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
(2)  Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
(3)  This filing relates to the occurrence of a RSU vesting event.
(4)  The RSUs will vest in 48 monthly installments beginning on January 1, 2019.
(5)  The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
(6)  The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
(7)  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,
(8)  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.
(9)  The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
/s/ Hyung Bak, Attorney-in-Fact 9/13/22
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Codes:
    C    Conversion of derivative security.
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
    S    Open market or private sale of non-derivative or derivative security.

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