Warby Parker Inc. — Director's Dealing 2021

Oct 9, 2021

SEC Form 4/A — Form 4/A

Issuer: Warby Parker Inc. (WRBY)
CIK: 0001504776
Period of Report: 2021-09-29

Reporting Person: Gilboa David Abraham (Director, Co-Chief Executive Officer, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (6261792.0)	6261792	Direct
Restricted Stock Units	$		Class B Common Stock (19241.0)	19241	Direct

Footnotes

F1: 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,

F2: 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.

F3: On October 1, 2021, the reporting person filed a Form 4 (the "Original Form 4") which misstated the number of shares of Class B Common Stock directly owned following the transactions reported therein. Immediately following the transactions reported therein, the Reporting Person directly owned 6,261,792 shares of Class B Common Stock.

F4: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F5: The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on May 1, 2026.

F6: The Original Form 4 misstated the number of restricted stock units subject to this award following the transactions reported therein, and this amendment is being filed to correct that amount.