0001104659-23-032310.txt : 20230314
0001104659-23-032310.hdr.sgml : 20230314
20230314163300
ACCESSION NUMBER: 0001104659-23-032310
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230310
FILED AS OF DATE: 20230314
DATE AS OF CHANGE: 20230314
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blumenthal Neil Harris
CENTRAL INDEX KEY: 0001883345
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40825
FILM NUMBER: 23731512
MAIL ADDRESS:
STREET 1: C/O WARBY PARKER INC.
STREET 2: 233 SPRING STREET, 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Warby Parker Inc.
CENTRAL INDEX KEY: 0001504776
STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851]
IRS NUMBER: 800423634
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 233 SPRING STREET
STREET 2: 6TH FLOOR EAST
CITY: NEW YORK
STATE: NY
ZIP: 10013
BUSINESS PHONE: (646) 847-7215
MAIL ADDRESS:
STREET 1: 233 SPRING STREET
STREET 2: 6TH FLOOR EAST
CITY: NEW YORK
STATE: NY
ZIP: 10013
FORMER COMPANY:
FORMER CONFORMED NAME: JAND, Inc.
DATE OF NAME CHANGE: 20101102
4
1
tm238903-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-10
0
0001504776
Warby Parker Inc.
WRBY
0001883345
Blumenthal Neil Harris
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST
NEW YORK
NY
10013
1
1
0
0
Co-Chief Executive Officer
Class A Common Stock
2023-03-10
4
C
0
6517
0
A
6623
D
Class A Common Stock
2023-03-10
4
S
0
6517
11.04
D
106
D
Class A Common Stock
200000
I
By Royal Blue Aries Trust
Class A Common Stock
200000
I
By Tiffany Blue Gemini Trust
Restricted Stock Units
2023-03-10
4
M
0
2406
0
D
Class B Common Stock
2406
0
D
Restricted Stock Units
2023-03-10
4
M
0
4545
0
D
Class B Common Stock
4545
16807
D
Restricted Stock Units
2023-03-10
4
M
0
4332
0
D
Class B Common Stock
4332
33066
D
Class B Common Stock
2023-03-10
4
M
0
11283
0
A
Class A Common Stock
11283
4214577
D
Class B Common Stock
2023-03-10
4
C
0
6517
0
D
Class A Common Stock
6517
4208060
D
Restricted Stock Units
Class B Common Stock
928282
928282
D
Class B Common Stock
Class A Common Stock
200000
200000
I
By Royal Blue Aires Trust
Class B Common Stock
Class A Common Stock
200000
200000
I
By Tiffany Blue Gemini Trust
Class B Common Stock
Class A Common Stock
1519661
1519661
I
By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock
Class A Common Stock
385221
385221
I
By Teal Aquarius Trust
Class B Common Stock
Class A Common Stock
800000
800000
I
By Cobalt Pisces Trust
Class B Common Stock
Class A Common Stock
1000000
1000000
I
By Sky Scorpio Trust
These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
This filing relates to the occurrence of a RSU vesting event.
Represents a transfer of 1,000,000 shares of the Issuer's Class B Common Stock previously reported as directly held by the Reporting Person to Sky Scorpio Trust, which transfer was exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
The RSUs will vest in 48 monthly installments beginning on January 1, 2019.
The RSUs will vest in 48 monthly installments beginning on January 1, 2020.
The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
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,
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.
The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
/s/ Chris Utecht, Attorney-in-Fact
2023-03-14