Sec Form 4 Filing - Blumenthal Neil Harris @ Warby Parker Inc. - 2022-09-09

Insider filing report for Changes in Beneficial Ownership
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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
Blumenthal Neil Harris
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)
09/09/2022
(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 09/09/2022 C 5,099 A $ 0 5,205 D
Class A Common Stock 09/09/2022 S( 1 ) 5,099 D $ 15.1 106 D
Class A Common Stock 200,000 I By Royal Blue Aries Trust
Class A Common Stock 200,000 I By Tiffany Blue Gemini Trust
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 ( 2 ) 09/09/2022 M 3,608( 3 ) ( 4 ) ( 4 ) Class B Common Stock 3,608 $ 0 6,013 D
Restricted Stock Units ( 2 ) 09/09/2022 M 4,545( 3 ) ( 5 ) ( 5 ) Class B Common Stock 4,545 $ 0 25,897 D
Restricted Stock Units ( 2 ) 09/09/2022 M 4,331( 3 ) ( 6 ) ( 6 ) Class B Common Stock 4,331 $ 0 41,729 D
Class B Common Stock ( 7 )( 8 ) 09/09/2022 M 12,484 ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 12,484 $ 0 3,202,947 D
Class B Common Stock ( 7 )( 8 ) 09/09/2022 C 5,099 ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 5,099 $ 0 3,197,848 D
Restricted Stock Units ( 2 ) ( 9 ) ( 9 ) Class B Common Stock 939,020 939,020 D
Class B Common Stock ( 7 )( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 200,000 200,000 I By Royal Blue Aires Trust
Class B Common Stock ( 7 )( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 200,000 200,000 I By Tiffany Blue Gemini Trust
Class B Common Stock ( 7 )( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 1,519,661 1,519,661 I By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock ( 7 )( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 385,221 385,221 I By Teal Aquarius Trust
Class B Common Stock ( 7 )( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock 800,000 800,000 I By Cobalt Pisces Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blumenthal Neil Harris
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 09/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
( 2 )Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
( 3 )This filing relates to the occurrence of a RSU vesting event.
( 4 )The RSUs will vest in 48 monthly installments beginning on January 1, 2019.
( 5 )The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
( 6 )The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
( 7 )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,
( 8 )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.
( 9 )The RSUs will vest in 60 monthly installments beginning on July 1, 2021.

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