SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Miller Steven Clive

(Last)

(First)

(Middle)

C/O WARBY PARKER INC.,

233 SPRING STREET, 6TH FLOOR EAST

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2021

3. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	141,756	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	31,696	⁽¹⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Class A Common Stock	31,813	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class A Common Stock	40,399	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	40,554	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	81,533	⁽⁵⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	143,816	$13.55	D
Stock Option (Right to Buy)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	22,421	$4.46	D
Stock Option (Right to Buy)	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	30,000	$13.08	D
Stock Option (Right to Buy)	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	12,038	$12.35	D
Stock Option (Right to Buy)	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	26,400	$4.46	D
Stock Option (Right to Buy)	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	177,132	$12.35	D
Stock Option (Right to Buy)	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	36,101	$2.77	D
Stock Option (Right to Buy)	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	159,609	$13.08	D
Stock Option (Right to Buy)	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	87,952	$17.9	D

Explanation of Responses:

1. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028.

2. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 16, 2025.

3. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026.

4. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2026.

5. The restricted stock units will vest in 48 monthly installments beginning on July 1, 2021 and will expire on June 14, 2031.

6. The Stock option was granted on November 20, 2019, will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2029.

7. The Stock option was granted on June 14, 2016, is fully vested, and will expire on June 13, 2026.

8. The Stock option was granted on October 16, 2018, will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 15, 2028.

9. The Stock option was granted on March 29, 2019, will vest in 12 monthly installments beginning on January 1, 2022 and will expire on March 28, 2029.

10. The Stock option was granted on June 14, 2016, is fully vested, and will expire on June 13, 2026.

11. The Stock option was granted on March 29, 2019, will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2029.

12. The Stock option was granted on February 21, 2014, will vest in 36 monthly installments beginning on January 1, 2014 and will expire on February 20, 2024.

13. The Stock option was granted on January 28, 2021, will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2031.

Remarks:

EXHIBIT LIST: EX-24 POA - Steve Miller

	/s/ Hyung Bak, Attorney-in-Fact	09/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.