SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/29/2021		M		81,708⁽¹⁾	A	$0	223,464	D
Class A Common Stock	09/29/2021		S		118,987	D	$53.89⁽²⁾	186,185	D
Class A Common Stock	09/29/2021		P		100	A	$54.05	186,285	D
Class A Common Stock	09/29/2021		M		36,101	A	$2.77	222,386	D
Class A Common Stock	09/29/2021		S		36,101	D	$53.01⁽³⁾	186,285	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	09/29/2021		M			5,282	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,282	$0	26,414	D
Restricted Stock Units	⁽⁴⁾	09/29/2021		M			29,161	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	29,161	$0	2,652	D
Restricted Stock Units	⁽⁴⁾	09/29/2021		M			16,832	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	16,832	$0	23,567	D
Restricted Stock Units	⁽⁴⁾	09/29/2021		M			27,036	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	27,036	$0	13,518	D
Restricted Stock Units	⁽⁴⁾	09/29/2021		M			3,397	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,397	$0	78,136	D
Stock Option (Right to Buy)	$2.77	09/29/2021		M			36,101	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	36,101	$0	0	D

Explanation of Responses:

1. This filing relates to the occurrence of a RSU vesting event.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.73 to $54.38. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.33. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote.

4. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

5. On May 31, 2018, the Reporting Person was granted 31,696 Restricted Stock Units. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028.

6. On June 18, 2019, the Reporting Person was granted 31,813 Restricted Stock Units. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 16, 2025.

7. On November 20, 2019, the Reporting Person was granted 40,399 Restricted Stock Units. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026.

8. On November 20, 2019, the Reporting Person was granted 40,554 Restricted Stock Units. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2026.

9. On November 20, 2019, the Reporting Person was granted 81,533 Restricted Stock Units. The restricted stock units will vest in 48 monthly installments beginning on July 1, 2021 and will expire on June 14, 2031.

10. 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.

Remarks:

	/s/ Hyung Bak, Attorney-in-Fact	10/01/2021
	** 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 4 (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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