As of December 31, 2020, the Company’s Tenth Amended and Restated Certificate of Incorporation authorized the issuance of up to 150,000,000 shares of common stock, par value of $0.0001 per share, of which 135,000,000 shares were designated Series A common stock, and 15,000,000 shares were designated Series B common stock. Both Series A and Series B common stock were not redeemable at the option of the holder.

Prior to the Direct Listing, the Company filed its Twelfth Amended and Restated Certificate of Incorporation to (i) authorize 750,000,000 shares of Class A common stock, 150,000,000 shares of Class B common stock, 150,000,000 shares of Class C common stock, and 50,000,000 shares of preferred stock; (ii) effect the reclassification of all shares of Series A and Series B common stock held by the co-founders into Class B common stock, and all other shares of Series A and Series B common stock into Class A common stock; (iii) set the par value of each class of common stock at $0.0001 per share; and (iv) grant one vote per share of Class A common stock, ten votes per share of Class B common stock, and no voting rights for Class C common stock. As of September 30, 2021, the Twelfth Amended and Restated Certificate of Incorporation remained in effect.

As of December 31, 2020, outstanding shares of common stock as well as shares of common stock attributable to stock options and restricted stock units (“RSUs”) were as follows:


	Series A	Series B
Common stock outstanding	52,895,029	1,049,276
Employee stock options – outstanding	5,298,660	2,496,380
Restricted stock units – outstanding	260,878	1,232,244
Employee stock plans – available	734,682	972,450
Shares of Series A common stock issuable upon conversion of all redeemable convertible preferred stock, exercise of all warrants for redeemable convertible preferred stock, outstanding Series B common stock, options, and RSUs	59,813,999	—
Total common stock – outstanding or issuable on exercise of options	119,003,248	5,750,350
Authorized	135,000,000	15,000,000
Common stock available for future issuance	15,996,752	9,249,650

As of September 30, 2021, outstanding shares of common stock as well as shares of common stock attributable to stock options and RSUs were as follows:


	Class A	Class B	Class C
Common stock outstanding	93,353,364	18,038,993	—
Employee stock options – outstanding	1,851,955	2,834,298	—
Restricted stock units – outstanding	1,533,719	1,881,504	—
Employee stock plans – available	11,655,180	222,736	—
Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, and RSUs	22,977,531	—	—
Total common stock – outstanding or issuable on exercise of options	131,371,749	22,977,531	—
Authorized	750,000,000	150,000,000	150,000,000
Common stock available for future issuance	618,628,251	127,022,469	150,000,000

All classes of redeemable convertible preferred stock were convertible by the holder into shares of Series A common stock at the then applicable conversion price. In the event of liquidation of the Company (including certain events outside of the Company’s control such as a change in control), the holders of redeemable convertible preferred stock were entitled to a liquidation preference equal to the respective original issue price plus declared and unpaid dividends ahead of the classes of common stock described above. The aggregate preferential amount for all classes of redeemable convertible preferred stock was $510.5 million as of December 31, 2020.

In September 2021, in connection with our Direct Listing, all outstanding shares of redeemable convertible preferred stock were converted to Class A common stock at a one-to-one ratio. As of September 30, 2021, no shares of redeemable convertible preferred stock were outstanding.

In February and June of 2021, the Company repurchased shares of common stock and redeemable convertible preferred stock directly from investors as follows:




	Number of Shares Repurchased	Amount Paid
Series A common stock	63,821	$	1,566
Series AA redeemable convertible preferred stock	160,136	3,928
Series D redeemable convertible preferred stock	60,137	1,475
Series E redeemable convertible preferred stock	45,507	1,116
Total shares repurchased	329,601	$	8,085

The stock was considered constructively retired when repurchased. For the redeemable convertible preferred stock, the $5.0 million excess of repurchase price over carrying value was recorded to accumulated deficit on the condensed consolidated balance sheets. For the common stock, the excess of repurchase price over par value of $1.6 million was recorded to accumulated deficit on the condensed consolidated balance sheet.

In May 2021, the Company and Addition Two, L.P., a related party investor, commenced a cash tender offer (the “Tender Offer”) which was completed in June 2021. The Company authorized the repurchase up to $100 million in shares of common stock, including those issuable upon exercise of stock options, the vesting and settlement of RSUs, and redeemable convertible preferred stock, for a price of $24.5306 per share. The Company waived the performance based vesting condition for current and former employees who elected to tender RSUs for which the service-based vesting condition was satisfied. This was the first widely available tender offer made to employees, former employees, and investors since the Company’s inception. The Company and Addition Two, L.P. each purchased half of the shares tendered.

Shareholders tendered a total of 1,676,534 shares, comprised of 335,847 Series A common shares, 387,163 Series B common shares, 54,484 Series A redeemable convertible preferred stock shares, 293,920 Series AA redeemable convertible preferred stock shares, 3,752 Series B redeemable convertible preferred stock shares, and 601,368 Series D redeemable convertible preferred stock shares, for total consideration of $41.1 million. The Company recorded $9.2 million as stock-based compensation expense related to the Tender Offer.

Addition Two, L.P. purchased 838,267 of the shares tendered for $20.6 million. The Company purchased 838,267 of the shares tendered for $20.6 million and the board of directors approved the immediate retirement of all shares purchased by the Company. The Company received $0.7 million related to the cost to exercise options tendered and $2.5 million related to income taxes withheld from employees and remitted to tax authorities. These items were included in “Tender Offer repurchase and share retirement” on the condensed consolidated statement of changes in redeemable convertible preferred stock and stockholders’ equity (deficit).

In August 2021, the Company issued 178,572 shares of Series A common stock to the Warby Parker Impact Foundation, a Delaware exempt corporation. The board of directors also authorized up to an additional 1,071,432 shares of Series A common stock, or any shares into which the Series A common stock will be reclassified, for issuance in installments over time and from time to time, in each case, subject to the board of directors’ discretion and approval, to the Warby Parker Impact Foundation or such other nonprofit entity designated by the board of directors. During the three and nine months ended September 30, 2021 the Company recognized $7.8 million of charitable expense, which is recorded in selling, general, and administrative expenses, representing the fair market value of the shares on the date they were issued.