Neil Harris Blumenthal - Sep 29, 2021 Form 4/A - Amendment Insider Report for Warby Parker Inc. (WRBY)

Role: Co-Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Hyung Bak, Attorney-in-Fact
Stock symbol: WRBY
Transactions as of: Sep 29, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 10/8/2021, 06:30 PM
Date Of Original Report: Oct 1, 2021
Previous filing: Sep 29, 2021
Next filing: Oct 5, 2021

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
holding	WRBY	Class B Common Stock						2.81M	Sep 29, 2021	Class A Common Stock	2.81M		Direct	F1, F2, F3
holding	WRBY	Restricted Stock Units						19.2K	Sep 29, 2021	Class A Common Stock	19.2K		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 intoshares 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 theboard 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,
F2	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, orotherwise 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.
F3	On October 1, 2021, the reporting person filed a Form 4 (the "Original Form 4") which misstated the number of shares of Class B Common Stock directly owned following the transactions reported therein. Immediately following the transactions reported therein, the Reporting Person directly owned 2,810,407 shares of Class B Common Stock.
F4	Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F5	The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on May 1, 2026.
F6	The Original Form 4 misstated the number of restricted stock units subject to this award following the transactions reported therein, and this amendment is being filed to correct that amount.