Statement of Ownership (sc 13g)

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Warby Parker Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

93403J106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons David A. Gilboa
2	Check the Appropriate Box if a Member of a Group	(a) ¨
		(b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 7,278,045
	6	Shared Voting Power 2,056,770
	7	Sole Dispositive Power 7,278,045
	8	Shared Dispositive Power 2,056,770

9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,334,815
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9.0%
12	Type of Reporting Person IN

ITEM 1.

(a)

Name of Issuer:

Warby Parker Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

233 Spring Street, 6th Floor East, New York, New York 10013

ITEM 2.

(a)

Name of Person Filing:

This statement is filed on behalf of David A. Gilboa (the “Reporting Person”).

(b)

Address or Principal Business Office:

The business address of the Reporting Person is c/o Warby Parker Inc., 233 Spring Street, 6th Floor East, New York, New York 10013.

(c)

Citizenship of each Reporting Person is:

David A. Gilboa is a citizen of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

(e)

CUSIP Number:

93403J106

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021, based upon 94,129,746 shares of Class A Common Stock outstanding as of November 9, 2021, based on the Issuer’s amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 17, 2021.

Reporting Person

Amount

beneficially

owned

Percent

of class:

Sole power
to vote or to
direct the
vote:

Shared power
to vote or to
direct the vote:

Sole
power to
dispose or
to direct
the
disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

David A. Gilboa

9,334,815

9.0

7,278,045

2,056,770

7,278,045

2,056,770

Mr. Gilboa may be deemed to beneficially own 9,334,815 shares of Class A Common Stock, which consists of (i) 6,555,796 shares of Class B Common Stock of the Issuer, which are convertible into Class A Common Stock on a one-for-one basis at the holder’s option, held of record by Mr. Gilboa, (ii) 722,249 shares underlying options to purchase Class B Common Stock that are currently exercisable or will be exercisable within 60 days of December 31, 2021, and (iii) 2,056,770 shares of Class B Common Stock held by a family trust over which Mr. Gilboa may be deemed to share beneficial ownership.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022