0001104659-24-032542.txt : 20240308 0001104659-24-032542.hdr.sgml : 20240308 20240308181647 ACCESSION NUMBER: 0001104659-24-032542 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240306 FILED AS OF DATE: 20240308 DATE AS OF CHANGE: 20240308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blumenthal Neil Harris CENTRAL INDEX KEY: 0001883345 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40825 FILM NUMBER: 24736025 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] ORGANIZATION NAME: 08 Industrial Applications and Services 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 tm248127-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-06 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 1 Class A Common Stock 2024-03-06 4 C 0 28311 0 A 40488 D Class A Common Stock 2024-03-06 4 S 0 28311 11.88 D 12177 D Class A Common Stock 2024-03-07 4 C 0 50000 0 A 62177 D Class A Common Stock 2024-03-07 4 S 0 50000 12.40 D 12177 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 2024-03-06 4 M 0 3030 0 D Class B Common Stock 3030 142 D Restricted Stock Units 2024-03-06 4 M 0 4332 0 D Class B Common Stock 4332 15740 D Restricted Stock Units 2024-03-06 4 M 0 44703 0 D Class B Common Stock 44703 799284 D Class B Common Stock 2024-03-06 4 M 0 52065 0 A Class A Common Stock 52065 4304952 D Class B Common Stock 2024-03-06 4 C 0 28311 0 D Class A Common Stock 28311 4276641 D Class B Common Stock 2024-03-07 4 C 0 50000 0 D Class A Common Stock 50000 4226641 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. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2023. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $12.30 to $12.54, 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. 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. 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 RSUs will vest in 60 monthly installments beginning on July 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. /s/ Chris Utecht, Attorney-in-Fact 2024-03-08