SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gilboa David Abraham
(Last) (First) (Middle)
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST
(Street)
NEW YORK NY 10013
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/06/2024 C 28,311 A $0 40,617 D
Class A Common Stock 03/06/2024 S(1) 28,311 D $11.88 12,306 D
Class A Common Stock 03/08/2024 C 52,065 A $0 64,371 D
Class A Common Stock 03/08/2024 S(2) 52,065 D $12.2(3) 12,306 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (4) 03/06/2024 M 3,030(5) (6) (6) Class B Common Stock 3,030 $0 142 D
Restricted Stock Units (4) 03/06/2024 M 4,332(5) (7) (7) Class B Common Stock 4,332 $0 15,740 D
Restricted Stock Units (4) 03/06/2024 M 44,703(5) (8) (8) Class B Common Stock 44,703 $0 799,284 D
Class B Common Stock (9)(10) 03/06/2024 M 52,065 (9)(10) (9)(10) Class A Common Stock 52,065 $0 6,696,011 D
Class B Common Stock (9)(10) 03/06/2024 C 28,311 (9)(10) (9)(10) Class A Common Stock 28,311 $0 6,667,700 D
Class B Common Stock (9)(10) 03/08/2024 C 52,065 (9)(10) (9)(10) Class A Common Stock 52,065 $0 6,615,635 D
Class B Common Stock (9)(10) (9)(10) (9)(10) Class A Common Stock 2,056,770 2,056,770 I By David A. Gilboa 2012 Family Trust
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. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 22, 2023
3. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $12.05 to $12.61, inclusive. The reporting person undertakes to provide to 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 purchased at each separate price.
4. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.
5. This filing relates to the occurrence of a RSU vesting event.
6. The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
7. The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
8. The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
9. 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,
10. 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.
/s/ Chris Utecht, Attorney-in-Fact 03/08/2024
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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