Statement of Changes in Beneficial Ownership (4)
March 14 2023 - 4:33PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Blumenthal Neil Harris |
2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc.
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WRBY
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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 |
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(Last)
(First)
(Middle)
C/O WARBY PARKER INC.,, 233 SPRING STREET, 6TH FLOOR EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2023 |
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(Street)
NEW YORK, NY 10013
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/10/2023 | | C | | 6517 | A | $0 | 6623 | D | |
| Class A Common Stock | 3/10/2023 | | S(1) | | 6517 | D | $11.04 | 106 | D | |
| Class A Common Stock | | | | | | | | 200000 | I | By Royal Blue Aries Trust |
| Class A Common Stock | | | | | | | | 200000 | I | By Tiffany Blue Gemini Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (2) | 3/10/2023 | | M | | | 2406 (3) | (5) | (5) | Class B Common Stock | 2406 | $0 | 0 | D | |
| Restricted Stock Units | (2) | 3/10/2023 | | M | | | 4545 (3) | (6) | (6) | Class B Common Stock | 4545 | $0 | 16807 | D | |
| Restricted Stock Units | (2) | 3/10/2023 | | M | | | 4332 (3) | (7) | (7) | Class B Common Stock | 4332 | $0 | 33066 | D | |
| Class B Common Stock | (8)(9) | 3/10/2023 | | M | | 11283 | | (8)(9) | (8)(9) | Class A Common Stock | 11283 | $0 | 4214577 (4) | D | |
| Class B Common Stock | (8)(9) | 3/10/2023 | | C | | | 6517 | (8)(9) | (8)(9) | Class A Common Stock | 6517 | $0 | 4208060 | D | |
| Restricted Stock Units | (2) | | | | | | | (10) | (10) | Class B Common Stock | 928282 | | 928282 | D | |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 200000 | | 200000 | I | By Royal Blue Aires Trust |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 200000 | | 200000 | I | By Tiffany Blue Gemini Trust |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 1519661 | | 1519661 | I | By Neil H. Blumenthal 2011 Family Trust |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 385221 | | 385221 | I | By Teal Aquarius Trust |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 800000 | | 800000 | I | By Cobalt Pisces Trust |
| Class B Common Stock | (8)(9) | | | | | | | (8)(9) | (8)(9) | Class A Common Stock | 1000000 | | 1000000 (4) | I | By Sky Scorpio Trust |
| Explanation of Responses: |
| (1) | These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. |
| (3) | This filing relates to the occurrence of a RSU vesting event. |
| (4) | 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. |
| (5) | The RSUs will vest in 48 monthly installments beginning on January 1, 2019. |
| (6) | The RSUs will vest in 48 monthly installments beginning on January 1, 2020. |
| (7) | The RSUs will vest in 48 monthly installments beginning on January 1, 2021. |
| (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 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, |
| (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) | The RSUs will vest in 60 monthly installments beginning on July 1, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Blumenthal Neil Harris
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST
NEW YORK, NY 10013 | X |
| Co-Chief Executive Officer |
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Signatures
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| /s/ Chris Utecht, Attorney-in-Fact | | 3/14/2023 |
| **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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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