Sec Form 4 Filing - General Catalyst Group V LP @ Warby Parker Inc. - 2021-09-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person General Catalyst Group V LP 2. Issuer Name and Ticker or Trading Symbol Warby Parker Inc. [ WRBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 20 UNIVERSITY ROAD, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2021 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 09/29/2021 S 158,147 D $ 53.9198 ( 1 ) 1,437,063 I Directly held by General Catalyst Group V, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 1,403 D $ 54.3721 ( 4 ) 1,435,660 I Directly held by General Catalyst Group V, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 801,628 D $ 53.9198 ( 5 ) 7,286,374 I Directly held by General Catalyst Group V Supplemental, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 7,113 D $ 54.3721 ( 4 ) 7,279,261 I Directly held by General Catalyst Group V Supplemental, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 20,047 D $ 53.9198 ( 5 ) 182,079 I Directly held by GC Entrepreneurs Fund V, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 178 D $ 54.3721 ( 4 ) 181,901 I Directly held by GC Entrepreneurs Fund V, L.P. ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 206,780 D $ 53.9198 ( 5 ) 726,391 I Directly held by GC Venture V, LLC ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 1,835 D $ 54.3721 ( 4 ) 724,556 I Directly held by GC Venture V, LLC ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 50,860 D $ 53.9198 ( 5 ) 462,223 I Directly held by GC Venture V-B, LLC ( 2 ) ( 3 ) Class A Common Stock 09/29/2021 S 451 D $ 54.3721 ( 4 ) 461,772 I Directly held by GC Venture V-B, LLC ( 2 ) ( 3 ) Class A Common Stock 09/30/2021 S 276,844 D $ 52.4515 ( 6 ) 447,712 I Directly held by GC Venture V, LLC ( 2 ) ( 3 ) Class A Common Stock 09/30/2021 S 162,756 D $ 53.4721 ( 7 ) 284,956 I Directly held by GC Venture V, LLC ( 2 ) ( 3 ) Class A Common Stock 09/30/2021 S 5,400 D $ 54.0746 ( 8 ) 279,556 I Directly held by GC Venture V, LLC ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other General Catalyst Group V LP 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group V Supplemental LP 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC Entrepreneurs Fund V, LP 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC Venture V, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC Venture V-B, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners V, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst GP V, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC Venture V Manager, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group Management, LLC 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group Management Holdings, L.P. 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Signatures General Catalyst Group V, L.P., General Catalyst Partners V, L.P., General Catalyst GP V, LLC, General Catalyst Group Management LLC, General Catalyst, Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date General Catalyst Group V Supplemental, L.P., General Catalyst Partners V, L.P., General Catalyst GP V, LLC, General Catalyst Group Management LLC, General Catalyst, Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date GC Entrepreneurs Fund V, L.P., General Catalyst Partners V, L.P., General Catalyst GP V, LLC, General Catalyst Group Management LLC, General Catalyst, Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date GC Venture V, LLC, GC Venture V Manager, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date GC Venture V-B, LLC, GC Venture V Manager, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date General Catalyst Partners V, L.P., General Catalyst GP V, LLC, General Catalyst Group Management LLC, General Catalyst, Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date General Catalyst GP V, LLC, General Catalyst Group Management LLC, General Catalyst, Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date GC Venture V Manager, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 10/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.30 to $54.29, 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 footnote and in footnotes (3) through (7) of this Form 4. ( 2 )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"). ( 3 )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, each Reporting Person disclaims beneficial ownership over such shares except to the extent of his or its pecuniary interest therein, if any. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.30 to $54.50, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.30 to $54.29, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.05 to $53.04, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.05 to $54.04, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.05 to $54.11, inclusive.

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