Neil Harris Blumenthal - 09 Dec 2022 Form 4 Insider Report for Warby Parker Inc. (WRBY)

Role
Co-Chief Executive Officer, Director
Signature
/s/ Chris Utecht, Attorney-in-Fact
Issuer symbol
WRBY
Transactions as of
09 Dec 2022
Net transactions value
-$115,548
Form type
4
Filing time
13 Dec 2022, 19:51:29 UTC
Previous filing
13 Sep 2022
Next filing
19 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WRBY Class A Common Stock Conversion of derivative security $0 +7,037 +6639% $0.000000 7,143 09 Dec 2022 Direct
transaction WRBY Class A Common Stock Sale $115,548 -7,037 -99% $16.42 106 09 Dec 2022 Direct F1
holding WRBY Class A Common Stock 200,000 09 Dec 2022 By Royal Blue Aries Trust
holding WRBY Class A Common Stock 200,000 09 Dec 2022 By Tiffany Blue Gemini Trust

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 Class B Common Stock Gift $0 +2,000,000 +63% $0.000000 5,197,848 06 Sep 2022 Class A Common Stock 2,000,000 Direct F4, F8, F9
transaction WRBY Restricted Stock Units Options Exercise $0 -3,607 -60% $0.000000 2,406 09 Dec 2022 Class B Common Stock 3,607 Direct F2, F3, F5
transaction WRBY Restricted Stock Units Options Exercise $0 -4,545 -18% $0.000000 21,352 09 Dec 2022 Class B Common Stock 4,545 Direct F2, F3, F6
transaction WRBY Restricted Stock Units Options Exercise $0 -4,331 -10% $0.000000 37,398 09 Dec 2022 Class B Common Stock 4,331 Direct F2, F3, F7
transaction WRBY Class B Common Stock Options Exercise $0 +12,483 +0.24% $0.000000 5,210,331 09 Dec 2022 Class A Common Stock 12,483 Direct F8, F9
transaction WRBY Class B Common Stock Conversion of derivative security $0 -7,037 -0.14% $0.000000 5,203,294 09 Dec 2022 Class A Common Stock 7,037 Direct F8, F9
holding WRBY Restricted Stock Units 939,020 09 Dec 2022 Class A Common Stock 939,020 Direct F8, F9, F10
holding WRBY Class B Common Stock 200,000 09 Dec 2022 Class A Common Stock 200,000 By Royal Blue Aires Trust F8, F9
holding WRBY Class B Common Stock 200,000 09 Dec 2022 Class A Common Stock 200,000 By Tiffany Blue Gemini Trust F8, F9
holding WRBY Class B Common Stock 1,519,661 09 Dec 2022 Class A Common Stock 1,519,661 By Neil H. Blumenthal 2011 Family Trust F8, F9
holding WRBY Class B Common Stock 385,221 09 Dec 2022 Class A Common Stock 385,221 By Teal Aquarius Trust F8, F9
holding WRBY Class B Common Stock 800,000 09 Dec 2022 Class A Common Stock 800,000 By Cobalt Pisces Trust F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
F2 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F3 This filing relates to the occurrence of a RSU vesting event.
F4 Represents a transfer of shares from a grantor retained annuity trust to the reporting person following the termination of the trust.
F5 The RSUs will vest in 48 monthly installments beginning on January 1, 2019.
F6 The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
F7 The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
F8 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,
F9 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.
F10 The RSUs will vest in 60 monthly installments beginning on July 1, 2021.

Remarks:

Exhibit 24 - Power of Attorney