Warby Parker Inc. — Director's Dealing 2021

Sep 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warby Parker Inc. (WRBY)
CIK: 0001504776
Period of Report: 2021-09-27

Reporting Person: Blumenthal Neil Harris (Director, Co-Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Class A Common Stock	C	200000	—	Acquired	200000	Indirect
2021-09-27	Class A Common Stock	C	200000	—	Acquired	200000	Indirect
2021-09-29	Class A Common Stock	S	150000	$54.04	Disposed	2261167	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	Class B Common Stock	$	C	200000	Disposed		Class A Common Stock (200000.0)	Indirect
2021-09-27	Class B Common Stock	$	C	200000	Disposed		Class A Common Stock (200000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2775394.0)	2775394	Direct
Class B Common Stock	$		Class A Common Stock (1519661.0)	1519661	Indirect
Class B Common Stock	$		Class A Common Stock (399402.0)	399402	Indirect
Class B Common Stock	$		Class A Common Stock (800000.0)	800000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.90 to $54.24. 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: Mr. Blumenthal disclaims pecuniary interest therein.

F3: 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.

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 the board 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, or otherwise 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.