Warby Parker Inc. — Director's Dealing 2021

Dec 17, 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: Cutler Joel E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Class A Common Stock	J	525575	—	Disposed	0	Indirect
2021-12-15	Class A Common Stock	J	64375	—	Acquired	64375	Direct
2021-12-15	Class A Common Stock	J	120246	—	Disposed	0	Indirect
2021-12-15	Class A Common Stock	J	13667	—	Acquired	13667	Indirect
2021-12-15	Class A Common Stock	J	18938	—	Acquired	83131	Direct
2021-12-15	Class A Common Stock	S	13667	$43.0732	Disposed	0	Indirect

Footnotes

F1: Effective December 15, 2021, General Catalyst Partners V, L.P. ("GCPV"), a venture capital partnership, distributed in-kind, without consideration, a total of 525,575 shares of Class A Common Stock of the Issuer to its general and limited partners.

F2: General Catalyst GP V, LLC ("GCGPV"), is the general partner of GCPV. The Reporting Person is a managing director of GCGPV, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCPV. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.

F3: Represents shares previously reported as held through GCPV.

F4: Effective December 15, 2021, GC Venture V Manager, LLC ("GCVV Manager") distributed in-kind, without consideration, a total of 120,246 shares of Class A Common Stock of the Issuer to its members.

F5: The shares were held by GCVV Manager. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of General Catalyst Group Management, LLC, which is the manager of GCVV Manager. The Reporting Person is a Managing Member of GCGMH, LLC, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCVV Manager. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.

F6: Represents shares previously reported as held through GCVV Manager.

F7: The shares were held by GCGM Investment Holdings, L.P. ("GCGM IH"). As a Managing Member of GCGMH LLC, the general partner of GCGM IH, the Reporting Person shared voting and investment power with respect to shares held by GCGM IH. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.

F8: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.93 to $43.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, 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 ranges set forth in this footnote.