David A. Gilboa - 06 Sep 2024 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
06 Sep 2024
Net transactions value
-$1,024,134
Form type
4
Filing time
10 Sep 2024, 20:19:29 UTC
Previous filing
11 Jun 2024
Next filing
17 Sep 2024
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 +27,143 +221% $0.000000 39,449 06 Sep 2024 Direct
transaction WRBY Class A Common Stock Sale $352,859 -27,143 -69% $13.00 12,306 06 Sep 2024 Direct F1
transaction WRBY Class A Common Stock Conversion of derivative security $0 +49,034 +398% $0.000000 61,340 10 Sep 2024 Direct
transaction WRBY Class A Common Stock Sale $671,275 -49,034 -80% $13.69 12,306 10 Sep 2024 Direct F2, F3

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 -4,331 -37% $0.000000 7,220 06 Sep 2024 Class B Common Stock 4,331 Direct F4, F5, F6, F7
transaction WRBY Restricted Stock Units Options Exercise $0 -44,703 -5.9% $0.000000 709,878 06 Sep 2024 Class B Common Stock 44,703 Direct F4, F5, F8
transaction WRBY Class B Common Stock Options Exercise $0 +49,034 +0.76% $0.000000 6,538,087 06 Sep 2024 Class A Common Stock 49,034 Direct F9, F10
transaction WRBY Class B Common Stock Conversion of derivative security $0 -27,143 -0.42% $0.000000 6,510,944 06 Sep 2024 Class A Common Stock 27,143 Direct F9, F10
transaction WRBY Class B Common Stock Conversion of derivative security $0 -49,034 -0.75% $0.000000 6,461,910 10 Sep 2024 Class A Common Stock 49,034 Direct F9, F10
holding WRBY Class B Common Stock 2,056,770 06 Sep 2024 Class A Common Stock 2,056,770 By David A. Gilboa 2012 Family Trust F9, F10
* 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 These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 22, 2023
F3 The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $13.49 to $13.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
F4 Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.
F5 This filing relates to the occurrence of a RSU vesting event.
F6 The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
F7 Includes an additional 142 RSUs to correct an error in the amounts previously reported.
F8 The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
F9 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,
F10 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.