SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Blumenthal Neil Harris

(Last)

(First)

(Middle)

C/O WARBY PARKER INC.,

233 SPRING STREET, 6TH FLOOR EAST

(Street)

NEW YORK

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)
03/10/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/10/2022		C		5,393	A	$0	5,499⁽¹⁾	D
Class A Common Stock	03/10/2022		S⁽²⁾		5,393	D	$25	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	03/10/2022		M			3,608⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	3,608	$0	13,228	D
Restricted Stock Units	⁽³⁾	03/10/2022		M			4,544⁽⁴⁾	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	4,544	$0	34,987	D
Restricted Stock Units	⁽³⁾	03/10/2022		M			4,331⁽⁴⁾	⁽⁷⁾	⁽⁷⁾	Class B 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	3,188,596⁽¹⁰⁾	D
Class B Common Stock	⁽⁸⁾⁽⁹⁾	03/10/2022		C			5,393	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	5,393	$0	3,183,203	D
Restricted Stock Units	⁽³⁾							⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	0		939,020	D
Class B Common Stock	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	200,000		200,000	I	By Royal Blue Aires Trust
Class B Common Stock	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	1,519,661		1,519,661	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	385,221⁽¹⁰⁾		385,221⁽¹⁰⁾	I	By Teal Aquarius Trust
Class B Common Stock	⁽⁸⁾⁽⁹⁾							⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust

Explanation of Responses:

1. Includes 59 shares of Class A Common Stock acquired in a pro rata distribution in-kind, the acquisition of which was exempt from reporting as mandated by 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 Issuer'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 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 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, 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.

10. Reflects a transfer of 14,181 shares of Class B Common Stock from Teal Aquarius Trust to the direct holdings of the reporting person.

11. The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.

	/s/ Hyung Bak, Attorney-in-Fact	03/14/2022
	** 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).
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