Warby Parker Inc. — Director's Dealing 2023

Dec 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warby Parker Inc. (WRBY)
CIK: 0001504776
Period of Report: 2023-12-08

Reporting Person: Gilboa David Abraham (Director, Co-Chief Executive Office)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-08	Class A Common Stock	C	56038	—	Acquired	56273	Direct
2023-12-08	Class A Common Stock	S	56038	$10.56	Disposed	235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-08	Restricted Stock Units	$	M	4545	Disposed		Class B Common Stock (4545)	Direct
2023-12-08	Restricted Stock Units	$	M	4331	Disposed		Class B Common Stock (4331)	Direct
2023-12-08	Restricted Stock Units	$	M	84295	Disposed		Class B Common Stock (84295)	Direct
2023-12-08	Class B Common Stock	$	M	93171	Acquired		Class A Common Stock (93171)	Direct
2023-12-08	Class B Common Stock	$	C	56038	Disposed		Class A Common Stock (56038)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2056770)	2056770	Indirect

Footnotes

F1: These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.

F2: Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.

F3: This filing relates to the occurrence of a RSU vesting event.

F4: The RSUs will vest in 48 monthly installments beginning on January 1, 2020.

F5: The RSUs will vest in 48 monthly installments beginning on January 1, 2021.

F6: The RSUs will vest in 60 monthly installments beginning on July 1, 2021.

F7: 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,

F8: 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.