Warby Parker Inc. — Director's Dealing 2021

Oct 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-29	Class A Common Stock	C	20998	—	Acquired	20998	Direct
2021-09-29	Class A Common Stock	S	20998	$54.03	Disposed	0	Direct
2021-09-29	Class A Common Stock	C	17606	—	Acquired	17606	Direct
2021-09-29	Class A Common Stock	S	17606	$54.04	Disposed	0	Direct
2021-09-29	Class A Common Stock	C	6712	—	Acquired	6712	Direct
2021-09-29	Class A Common Stock	S	6712	$54.04	Disposed	0	Direct
2021-09-29	Class A Common Stock	C	1610	—	Acquired	1610	Direct
2021-09-29	Class A Common Stock	S	1610	$54.04	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-29	Class B Common Stock	$	M	38480	Acquired		Class A Common Stock (38480.0)	Direct
2021-09-29	Class B Common Stock	$	C	20998	Disposed		Class A Common Stock (20998.0)	Direct
2021-09-29	Class B Common Stock	$	M	30299	Acquired		Class A Common Stock (30299.0)	Direct
2021-09-29	Class B Common Stock	$	C	17606	Disposed		Class A Common Stock (17606.0)	Direct
2021-09-29	Class B Common Stock	$	M	11550	Acquired		Class A Common Stock (11550.0)	Direct
2021-09-29	Class B Common Stock	$	C	6712	Disposed		Class A Common Stock (6712.0)	Direct
2021-09-29	Class B Common Stock	$	M	1610	Acquired		Class A Common Stock (1610.0)	Direct
2021-09-29	Class B Common Stock	$	C	1610	Disposed		Class A Common Stock (1610.0)	Direct
2021-09-29	Restricted Stock Units	$	M	38480	Disposed		Class A Common Stock (0.0)	Direct
2021-09-29	Restricted Stock Units	$	M	30299	Disposed		Class A Common Stock (0.0)	Direct
2021-09-29	Restricted Stock Units	$	M	11550	Disposed		Class A Common Stock (0.0)	Direct
2021-09-29	Restricted Stock Units	$	M	1610	Disposed		Class A Common Stock (0.0)	Direct

Footnotes

F1: Each share of the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at the option of the holder and has no expiration date.

F2: This filing relates to the occurrence of a RSU vesting event.

F3: 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,

F4: 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 thedeath or disability of Dave Gilboa.

F5: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F6: The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on May 1, 2026.

F7: The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026.

F8: The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028.

F9: The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.