David Abraham Gilboa - Dec 15, 2021 Form 4/A - Amendment Insider Report for Warby Parker Inc. (WRBY)

Role: Co-Chief Executive Officer, Director
Signature: /s/ Hyung Bak, Attorney-in-Fact
Stock symbol: WRBY
Transactions as of: Dec 15, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 12/20/2021, 07:30 PM
Date Of Original Report: Dec 17, 2021
Previous filing: Dec 14, 2021
Next filing: Feb 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WRBY	Stock Option (Right to Buy)	Options Exercise	$0	-217K	-94.97%	$0.00	11.5K	Dec 17, 2021	Class B Common Stock	217K	$0.72	Direct	F1, F2
transaction	WRBY	Class B Common Stock	Options Exercise	$0	+217K	+3.36%	$0.00	6.67M	Dec 17, 2021	Class A Common Stock	217K		Direct	F1, F3, F4
transaction	WRBY	Class B Common Stock	Conversion of derivative security	$0	-115K	-1.72%	$0.00	6.56M	Dec 17, 2021	Class A Common Stock	115K		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The original Form 4 filed on December 17, 2021 listed the incorrect number of options exercised by the Reporting Person. This amendment is being filed to solely reflect the correct number of options exercised and the resulting number of shares of Class B common stock beneficially owned following the reported transactions.
F2	The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022.
F3	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,
F4	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.