0001104659-23-032310.txt : 20230314 0001104659-23-032310.hdr.sgml : 20230314 20230314163300 ACCESSION NUMBER: 0001104659-23-032310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230310 FILED AS OF DATE: 20230314 DATE AS OF CHANGE: 20230314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blumenthal Neil Harris CENTRAL INDEX KEY: 0001883345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40825 FILM NUMBER: 23731512 MAIL ADDRESS: STREET 1: C/O WARBY PARKER INC. STREET 2: 233 SPRING STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Warby Parker Inc. CENTRAL INDEX KEY: 0001504776 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 800423634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 233 SPRING STREET STREET 2: 6TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: (646) 847-7215 MAIL ADDRESS: STREET 1: 233 SPRING STREET STREET 2: 6TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: JAND, Inc. DATE OF NAME CHANGE: 20101102 4 1 tm238903-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-03-10 0 0001504776 Warby Parker Inc. WRBY 0001883345 Blumenthal Neil Harris C/O WARBY PARKER INC., 233 SPRING STREET, 6TH FLOOR EAST NEW YORK NY 10013 1 1 0 0 Co-Chief Executive Officer Class A Common Stock 2023-03-10 4 C 0 6517 0 A 6623 D Class A Common Stock 2023-03-10 4 S 0 6517 11.04 D 106 D Class A Common Stock 200000 I By Royal Blue Aries Trust Class A Common Stock 200000 I By Tiffany Blue Gemini Trust Restricted Stock Units 2023-03-10 4 M 0 2406 0 D Class B Common Stock 2406 0 D Restricted Stock Units 2023-03-10 4 M 0 4545 0 D Class B Common Stock 4545 16807 D Restricted Stock Units 2023-03-10 4 M 0 4332 0 D Class B Common Stock 4332 33066 D Class B Common Stock 2023-03-10 4 M 0 11283 0 A Class A Common Stock 11283 4214577 D Class B Common Stock 2023-03-10 4 C 0 6517 0 D Class A Common Stock 6517 4208060 D Restricted Stock Units Class B Common Stock 928282 928282 D Class B Common Stock Class A Common Stock 200000 200000 I By Royal Blue Aires Trust Class B Common Stock Class A Common Stock 200000 200000 I By Tiffany Blue Gemini Trust Class B Common Stock Class A Common Stock 1519661 1519661 I By Neil H. Blumenthal 2011 Family Trust Class B Common Stock Class A Common Stock 385221 385221 I By Teal Aquarius Trust Class B Common Stock Class A Common Stock 800000 800000 I By Cobalt Pisces Trust Class B Common Stock Class A Common Stock 1000000 1000000 I By Sky Scorpio Trust These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. This filing relates to the occurrence of a RSU vesting event. Represents a transfer of 1,000,000 shares of the Issuer's Class B Common Stock previously reported as directly held by the Reporting Person to Sky Scorpio Trust, which transfer was exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. The RSUs will vest in 48 monthly installments beginning on January 1, 2019. The RSUs will vest in 48 monthly installments beginning on January 1, 2020. The RSUs will vest in 48 monthly installments beginning on January 1, 2021. 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, 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. The RSUs will vest in 60 monthly installments beginning on July 1, 2021. /s/ Chris Utecht, Attorney-in-Fact 2023-03-14