David A. Gilboa - 09 Jun 2023 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 Jun 2023
Net transactions value
-$58,953
Form type
4
Filing time
12 Jun 2023, 17:35:45 UTC
Previous filing
14 Mar 2023
Next filing
12 Sep 2023
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 +5,043 +2146% $0.000000 5,278 09 Jun 2023 Direct
transaction WRBY Class A Common Stock Sale $58,953 -5,043 -96% $11.69 235 09 Jun 2023 Direct F1

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 Restricted Stock Units Options Exercise $0 -4,545 -27% $0.000000 12,262 09 Jun 2023 Class B Common Stock 4,545 Direct F2, F3, F4
transaction WRBY Restricted Stock Units Options Exercise $0 -4,331 -13% $0.000000 28,735 09 Jun 2023 Class B Common Stock 4,331 Direct F2, F3, F5
transaction WRBY Class B Common Stock Options Exercise $0 +8,876 +0.13% $0.000000 6,607,995 09 Jun 2023 Class A Common Stock 8,876 Direct F6, F7
transaction WRBY Class B Common Stock Conversion of derivative security $0 -5,043 -0.08% $0.000000 6,602,952 09 Jun 2023 Class A Common Stock 5,043 Direct F6, F7
holding WRBY Restricted Stock Units 928,282 09 Jun 2023 Class B Common Stock 928,282 Direct F2, F8
holding WRBY Class B Common Stock 2,056,770 09 Jun 2023 Class A Common Stock 2,056,770 By David A. Gilboa 2012 Family Trust F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 Company's Class B Common Stock.
F3 This filing relates to the occurrence of a RSU vesting event.
F4 The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
F5 The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
F6 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,
F7 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.
F8 The RSUs will vest in 60 monthly installments beginning on July 1, 2021.