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: 2021-12-14

Reporting Person: Blumenthal Neil Harris (Director, Co-Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-16	Class A Common Stock	C	65847	—	Acquired	65894	Direct
2021-12-16	Class A Common Stock	S	65847	$44.4027	Disposed	47	Direct
2021-12-16	Class A Common Stock	C	1732	—	Acquired	1779	Direct
2021-12-16	Class A Common Stock	S	1732	$44.59	Disposed	47	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-14	Stock Option (Right to Buy)	$0.72	M	100000	Disposed		Class B Common Stock (100000)	Direct
2021-12-14	Class B Common Stock	$	M	100000	Acquired		Class A Common Stock (100000)	Direct
2021-12-16	Stock Option (Right to Buy)	$0.72	M	106390	Disposed		Class B Common Stock (106390)	Direct
2021-12-16	Class B Common Stock	$	M	106390	Acquired		Class A Common Stock (106390)	Direct
2021-12-16	Class B Common Stock	$	C	65847	Disposed		Class A Common Stock (65847)	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	200000	Indirect
Class A Common Stock	200000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (200000)	200000	Indirect
Class B Common Stock	$		Class A Common Stock (200000)	200000	Indirect
Class B Common Stock	$		Class A Common Stock (1519661)	1519661	Indirect
Class B Common Stock	$		Class A Common Stock (399402)	399402	Indirect
Class B Common Stock	$		Class A Common Stock (800000)	800000	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 $44.11 to $44.665 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: Sale of Shares to cover taxes due on restricted stock units that vested on October 1, 2021 and November 1, 2021.

F3: The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022.

F4: 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 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,

F5: 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.

F6: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F7: This filing relates to the occurrence of a RSU vesting event.

F8: The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.