Warby Parker Inc. — Director's Dealing 2021

Dec 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warby Parker Inc. (WRBY)
CIK: 0001504776
Period of Report: 2021-12-15

Reporting Person: Gilboa David Abraham (Director, Co-Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Class A Common Stock	C	250000	—	Acquired	250000	Direct
2021-12-15	Class A Common Stock	S	225564	$43.3247	Disposed	24436	Direct
2021-12-15	Class A Common Stock	S	24436	$43.9553	Disposed	0	Direct
2021-12-16	Class A Common Stock	C	1732	—	Acquired	1732	Direct
2021-12-16	Class A Common Stock	S	1732	$44.59	Disposed	0	Direct
2021-12-17	Class A Common Stock	C	115000	—	Acquired	115000	Direct
2021-12-17	Class A Common Stock	S	115000	$44.923	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Stock Option (Right to Buy)	$0.72	M	427000	Disposed		Class B Common Stock (427000)	Direct
2021-12-15	Class B Common Stock	$	M	427000	Acquired		Class A Common Stock (427000)	Direct
2021-12-15	Class B Common Stock	$	C	250000	Disposed		Class A Common Stock (250000)	Direct
2021-12-16	Restricted Stock Units	$	M	1732	Disposed		Class B Common Stock (1732)	Direct
2021-12-16	Class B Common Stock	$	M	1732	Acquired		Class A Common Stock (1732)	Direct
2021-12-16	Class B Common Stock	$	C	1732	Disposed		Class A Common Stock (1732)	Direct
2021-12-17	Stock Option (Right to Buy)	$0.72	M	228490	Disposed		Class B Common Stock (228490)	Direct
2021-12-17	Class B Common Stock	$	M	228490	Acquired		Class A Common Stock (228490)	Direct
2021-12-17	Class B Common Stock	$	C	115000	Disposed		Class A Common Stock (115000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (0)	2131770	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $42.76 to $43.72. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $43.775 to $44.1017. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

F3: Sale of shares to cover taxes due on restricted stock units that vested on October 1, 2021 and November 1, 2021.

F4: The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $44.72 to $45.13. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

F5: The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022.

F6: 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 intoshares 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 theboard 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,

F7: 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, orotherwise 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.

F8: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F9: This filing relates to the occurrence of a RSU vesting event.

F10: The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.