David A. Gilboa - 03 Mar 2025 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
03 Mar 2025
Net transactions value
-$5,083,291
Form type
4
Filing time
05 Mar 2025, 21:57:41 UTC
Previous filing
06 Jan 2025
Next filing
05 Jun 2025
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 Award $0 +23,250 +189% $0.000000 35,556 03 Mar 2025 Direct F1
transaction WRBY Class A Common Stock Tax liability $310,778 -12,858 -36% $24.17 22,698 03 Mar 2025 Direct F2
transaction WRBY Class A Common Stock Conversion of derivative security $0 +26,088 +115% $0.000000 48,786 04 Mar 2025 Direct
transaction WRBY Class A Common Stock Options Exercise $0 +3,271 +6.7% $0.000000 52,057 04 Mar 2025 Direct
transaction WRBY Class A Common Stock Sale $657,807 -27,968 -54% $23.52 24,089 04 Mar 2025 Direct F3
transaction WRBY Class A Common Stock Conversion of derivative security $0 +175,000 +713% $0.000000 199,539 04 Mar 2025 Direct
transaction WRBY Class A Common Stock Sale $3,742,690 -159,467 -80% $23.47 40,072 04 Mar 2025 Direct F4, F5
transaction WRBY Class A Common Stock Sale $372,015 -15,533 -39% $23.95 24,089 04 Mar 2025 Direct F4, F6

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 Award $0 +117,786 $0.000000 117,786 03 Mar 2025 Class A Common Stock 117,786 Direct F7, F8
transaction WRBY Restricted Stock Units Options Exercise $0 -2,888 -100% $0.000000 0 04 Mar 2025 Class B Common Stock 2,888 Direct F9, F10, F11
transaction WRBY Restricted Stock Units Options Exercise $0 -44,640 -6.8% $0.000000 610,896 04 Mar 2025 Class B Common Stock 44,640 Direct F9, F10, F12
transaction WRBY Class B Common Stock Options Exercise $0 +47,528 +0.86% $0.000000 5,598,002 04 Mar 2025 Class A Common Stock 47,528 Direct F13, F14
transaction WRBY Class B Common Stock Conversion of derivative security $0 -26,088 -0.47% $0.000000 5,571,914 04 Mar 2025 Class A Common Stock 26,088 Direct F13, F14
transaction WRBY Restricted Stock Units Options Exercise $0 -3,271 -2.8% $0.000000 114,515 04 Mar 2025 Class A Common Stock 3,271 Direct F7, F8, F10
transaction WRBY Class B Common Stock Conversion of derivative security $0 -175,000 -3.1% $0.000000 5,396,914 04 Mar 2025 Class A Common Stock 175,000 Direct F13, F14
holding WRBY Class B Common Stock 1,656,770 03 Mar 2025 Class A Common Stock 1,656,770 By David A. Gilboa 2012 Family Trust F13, F14
* 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 Represents a grant of fully-vested restricted stock units ("RSUs") comprising the reporting person's 2024 bonus award. Each RSU represents a right to receive one share of Class A Common Stock.
F2 Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the grant of RSUs in footnote 1.
F3 These share sales are required by the Issuer's equity compensation plan to cover taxes due on RSUs that vested.
F4 These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2024.
F5 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 $22.90 to $23.89, 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.
F6 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 $23.90 to $24.12, 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.
F7 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F8 The RSUs will vest in 36 monthly installments beginning on January 1, 2025.
F9 Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.
F10 This filing relates to the occurrence of a RSU vesting event.
F11 The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
F12 The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
F13 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,
F14 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.