Neil Harris Blumenthal - Jan 2, 2025 Form 4 Insider Report for Warby Parker Inc. (WRBY)

Role
Co-Chief Executive Officer, Director
Signature
/s/ Chris Utecht, Attorney-in-Fact
Stock symbol
WRBY
Transactions as of
Jan 2, 2025
Transactions value $
-$7,542,000
Form type
4
Date filed
1/6/2025, 06:16 PM
Previous filing
Dec 26, 2024

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 +300K +2463.66% $0.00 312K Jan 2, 2025 Direct
transaction WRBY Class A Common Stock Sale -$7.54M -300K -96.1% $25.14 12.2K Jan 2, 2025 Direct F1, F2
holding WRBY Class A Common Stock 200K Jan 2, 2025 By Royal Blue Aries Trust
holding WRBY Class A Common Stock 200K Jan 2, 2025 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 Conversion of derivative security $0 -300K -6.5% $0.00 4.31M Jan 2, 2025 Class A Common Stock 300K Direct F3, F4
holding WRBY Class B Common Stock 200K Jan 2, 2025 Class A Common Stock 200K By Royal Blue Aries Trust F3, F4
holding WRBY Class B Common Stock 200K Jan 2, 2025 Class A Common Stock 200K By Tiffany Blue Gemini Trust F3, F4
holding WRBY Class B Common Stock 1.52M Jan 2, 2025 Class A Common Stock 1.52M By Neil H. Blumenthal 2011 Family Trust F3, F4
holding WRBY Class B Common Stock 385K Jan 2, 2025 Class A Common Stock 385K By Teal Aquarius Trust F3, F4
holding WRBY Class B Common Stock 800K Jan 2, 2025 Class A Common Stock 800K By Cobalt Pisces Trust F3, F4
holding WRBY Class B Common Stock 379K Jan 2, 2025 Class A Common Stock 379K By Sky Scorpio Trust F3, F4
* 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 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2024.
F2 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 $24.41 to $25.40, 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.
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.