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^*

Blumenthal Neil Harris

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive 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	2,411,167	I	By JJR WP Holdings LLC

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)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,775,394	⁽¹⁾	D
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,519,661	⁽¹⁾	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	399,402	⁽¹⁾	I	By Teal Aquarius Trust
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	400,000	⁽¹⁾	I	By Royal Blue Aries Trust
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	400,000	⁽¹⁾	I	By Tiffany Blue Gemini Trust
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	800,000	⁽¹⁾	I	By Cobalt Pisces Trust
Performance Stock Units	⁽²⁾	⁽²⁾	Class B Common Stock	2,198,844	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	57,721	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	72,718	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	69,303	⁽³⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class B Common Stock	942,362	⁽³⁾	D
Stock Option (Right to Buy)	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	706,390	$0.72	D
Stock Option (Right to Buy)	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	710,759	$3.83	D

Explanation of Responses:

1. Each share of the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at the option of the holder and has no expiration date.

2. The performance stock units will only vest, if at all, in substantially equal installments upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds each of the following seven share price thresholds: $47.75, $55.71, $63.67, $71.63, $79.59, $87.55, $95.50 and $103.46, over a period of ten years, and will expire on June 15, 2031.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuers Class A Common Stock.

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

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

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

7. The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031.

8. The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022.

9. The Stock option was granted on February 22, 2017, is fully vested, and will expire on February 21, 2027.

Remarks:

EXHIBIT LIST: EX-24 POA - Neil Blumenthal

	/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).
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