Sec Form 4 Filing - Miller Steven Clive @ 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 Miller Steven Clive 2. Issuer Name and Ticker or Trading Symbol Warby Parker Inc. [ WRBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial 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 M 13,463( 1 ) A $ 0 170,907 D Class A Common Stock 03/10/2022 S( 2 ) 5,767 D $ 25 165,140 D Class A Common Stock 03/11/2022 S( 3 ) 6,949 D $ 24.4335( 4 ) 158,191 D Class A Common Stock 03/11/2022 S( 3 ) 747 D $ 25.0455( 5 ) 157,444 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 ( 6 ) 03/10/2022 M 1,981 ( 7 ) ( 7 ) Class A Common Stock 1,981 $ 0 23,112 D Restricted Stock Units ( 6 ) 03/10/2022 M 1,326 ( 8 ) ( 8 ) Class A Common Stock 1,326 $ 0 0 D Restricted Stock Units ( 6 ) 03/10/2022 M 2,525 ( 9 ) ( 9 ) Class A Common Stock 2,525 $ 0 19,358 D Restricted Stock Units ( 6 ) 03/10/2022 M 2,535 ( 10 ) ( 10 ) Class A Common Stock 2,535 $ 0 9,294 D Restricted Stock Units ( 6 ) 03/10/2022 M 5,096 ( 11 ) ( 11 ) Class A Common Stock 5,096 $ 0 69,643 D

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

Explanation of Responses:

( 1 )This filing relates to the occurrence of a RSU vesting event. ( 2 )Sale of shares to cover taxes due on restricted stock units that vested, as mandated by the Issuer's equity compensation plan. ( 3 )The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.96 to $24.90. 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.99 to $25.15. 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. ( 6 )Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. ( 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 restricted stock units will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 16, 2025. ( 9 )The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026. ( 10 )The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2026. ( 11 )The restricted stock units will vest in 48 monthly installments beginning on July 1, 2021 and will expire on June 14, 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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