Sec Form 4 Filing - Gilboa David Abraham @ Warby Parker Inc. - 2022-03-10

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 Gilboa David Abraham 2. Issuer Name and Ticker or Trading Symbol Warby Parker Inc. [ WRBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) C/O WARBY PARKER INC.,, 233 SPRING STREET, 6TH FLOOR EAST 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2022 (Street) NEW YORK, NY10013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/10/2022 C 5,354 A $ 0 5,589( 1 ) D Class A Common Stock 03/10/2022 S( 2 ) 5,354 D $ 25 235 D

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 Restricted Stock Units ( 3 ) 03/10/2022 M 3,608( 4 ) ( 5 ) ( 5 ) Class A Common Stock 3,608 $ 0 13,228 D Restricted Stock Units ( 3 ) 03/10/2022 M 4,544( 4 ) ( 6 ) ( 6 ) Class A Common Stock 4,544 $ 0 34,987 D Restricted Stock Units ( 3 ) 03/10/2022 M 4,331( 4 ) ( 7 ) ( 7 ) Class A Common Stock 4,331 $ 0 50,392 D Class B Common Stock ( 8 )( 9 ) 03/10/2022 M 12,483 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 12,483 $ 0 6,579,769 D Class B Common Stock ( 8 )( 9 ) 03/10/2022 C 5,354 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 5,354 $ 0 6,574,415 D Restricted Stock Units ( 3 ) ( 10 ) ( 10 ) Class A Common Stock 939,020 939,020 D Class B Common Stock ( 8 )( 9 ) ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 2,056,770 2,056,770 I By David A. Gilboa 2012 Family Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilboa David Abraham C/O WARBY PARKER INC., 233 SPRING STREET, 6TH FLOOR EAST NEW YORK, NY10013 X Co-Chief Executive Officer Signatures /s/ Hyung Bak, Attorney-in-Fact 03/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 235 shares of Class A Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt from reporting pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ( 2 )Sale of shares to cover taxes due on restricted stock units that vested, as mandated by the Issuer's equity compensation plan. ( 3 )Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. ( 4 )This filing relates to the occurrence of a RSU vesting event. ( 5 )The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on May 1, 2026. ( 6 )The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026. ( 7 )The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028. ( 8 )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, ( 9 )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. ( 10 )The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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