Warby Parker Inc. — Director's Dealing 2021

Oct 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warby Parker Inc. (WRBY)
CIK: 0001504776
Period of Report: 2021-10-08

Reporting Person: Cutler Joel E (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-08	Class A Common Stock	J	1213200	—	Disposed	6066061	Indirect
2021-10-08	Class A Common Stock	J	234614	—	Acquired	234614	Indirect
2021-10-08	Class A Common Stock	J	279556	—	Disposed	0	Indirect
2021-10-08	Class A Common Stock	J	55914	—	Acquired	55914	Indirect
2021-10-08	Class A Common Stock	J	461772	—	Disposed	0	Indirect
2021-10-08	Class A Common Stock	J	64332	—	Acquired	120246	Indirect
2021-10-08	Class A Common Stock	S	239193	$47.5258	Disposed	1196467	Indirect
2021-10-08	Class A Common Stock	S	89	$49.0600	Disposed	1196378	Indirect
2021-10-08	Class A Common Stock	J	22597	—	Acquired	1218975	Indirect
2021-10-08	Class A Common Stock	S	30308	$47.5258	Disposed	151593	Indirect
2021-10-08	Class A Common Stock	S	11	$49.0600	Disposed	151582	Indirect
2021-10-08	Class A Common Stock	J	472	—	Acquired	152054	Indirect

Footnotes

F1: Effective October 8, 2021, General Catalyst Group V Supplemental, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 1,213,200 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 General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. ("GCGV"), General Catalyst Group V Supplemental, L.P. ("GCGVS") and GC Entrepreneurs Fund V, L.P. ("GCEV"). 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 ("GCGM"), which is the manager of GC Venture V Manager, LLC ("GCVV Manager"), which is the manager of GC Venture V, LLC ("GCVV") and GC Venture V-B, LLC ("GCVVB").

F3: Joel Cutler and David Fialkow are managing directors of GCGPV, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCGV, GCGVS, and GCEV. Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja are managing members of GCGMH, LLC, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCVV and GCVVB. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his or its pecuniary interest therein, if any.

F4: Represents shares previously reported as held through GCGVS.

F5: Effective October 8, 2021, GCVV, a venture capital partnership, distributed in-kind, without consideration, a total of 279,556 shares of Class A Common Stock of the Issuer to its members and manager.

F6: Represents shares previously reported as held through GCVV.

F7: Effective October 8, 2021, GCVVB, a venture capital partnership, distributed in-kind, without consideration, a total of 461,772 shares of Class A Common Stock of the Issuer to its members and manager.

F8: Represents shares previously reported as held through GC Venture V-B, LLC.

F9: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $47.52 to $48.31, inclusive. The Reporting Persons 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.

F10: On October 8, 2021, shares of Class A Common Stock of the Issuer held by limited partnerships were distributed in-kind, without consideration, to its underlying partners. As part of such distribution, GCGV received 22,597 shares of the Issuer's Class A Common Stock.

F11: On October 8, 2021, shares of Class A Common Stock of the Issuer held by limited partnerships were distributed in-kind, without consideration, to its underlying partners. As part of such distribution, GCEV received 472 shares of the Issuer's Class A Common Stock.