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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/6/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1504776 |
| Issuer Name: Warby Parker Inc. |
| Issuer Trading Symbol: WRBY |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1883345 |
| | Owner Name: Blumenthal Neil Harris |
| Reporting Owner Address: |
| | Owner Street 1: C/O WARBY PARKER INC., |
| | Owner Street 2: 233 SPRING STREET, 6TH FLOOR EAST |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10013 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Co-Chief Executive Officer |
| | Other Text: |
Aff 10b5 One: 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 28,311 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 40,488 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 28,311 |
| | | Transaction Price Per Share: |
| Value: 11.88 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,177 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/7/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 50,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 62,177 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/7/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 50,000 |
| | | Transaction Price Per Share: |
| Value: 12.40 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,177 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Royal Blue Aries Trust |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Tiffany Blue Gemini Trust |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,030 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| | | Underlying Security Shares: |
| Value: 3,030 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 142 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,332 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| | | Underlying Security Shares: |
| Value: 4,332 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 15,740 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 44,703 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| | | Underlying Security Shares: |
| Value: 44,703 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 799,284 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 52,065 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 52,065 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,304,952 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 28,311 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 28,311 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,276,641 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Transaction Date: |
| | | Value: 3/7/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 50,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 50,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,226,641 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 200,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Royal Blue Aires Trust |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 200,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Tiffany Blue Gemini Trust |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,519,661 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,519,661 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Neil H. Blumenthal 2011 Family Trust |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 385,221 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 385,221 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Teal Aquarius Trust |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 800,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 800,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Cobalt Pisces Trust |
| Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | | Footnote ID: F10 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,000,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,000,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Sky Scorpio Trust |
Footnotes: |
| Footnote - F1: These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested. |
| Footnote - F2: These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2023. |
| Footnote - F3: 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. |
| Footnote - F4: Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. |
| Footnote - F5: This filing relates to the occurrence of a RSU vesting event. |
| Footnote - F6: The RSUs will vest in 48 monthly installments beginning on January 1, 2020. |
| Footnote - F7: The RSUs will vest in 48 monthly installments beginning on January 1, 2021. |
| Footnote - F8: The RSUs will vest in 60 monthly installments beginning on July 1, 2021. |
| Footnote - F9: 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, |
| Footnote - F10: 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. |
Owner Signature: |
| Signature Name: /s/ Chris Utecht, Attorney-in-Fact |
| Signature Date: 3/8/24 |