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)
09/08/2023

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	09/08/2023		M		18,482	A	$0	194,859	D
Class A Common Stock	09/08/2023		S⁽¹⁾		7,607	D	$11.92	187,252	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	⁽²⁾	09/08/2023		M			1,981⁽³⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,981	$0	11,226	D
Restricted Stock Units	⁽²⁾	09/08/2023		M			2,525⁽³⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,525	$0	4,209	D
Restricted Stock Units	⁽²⁾	09/08/2023		M			5,096⁽³⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,096	$0	39,068	D
Restricted Stock Units	⁽²⁾	09/08/2023		M			8,880⁽³⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8,880	$0	121,356	D

Explanation of Responses:

1. These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

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

4. The RSUs will vest in 48 monthly installments beginning on January 1, 2021.

5. The RSUs will vest in 48 monthly installments beginning on January 1, 2020.

6. The RSUs will vest in 48 monthly installments beginning on July 1, 2021.

7. The RSUs will vest in 48 substantially equal monthly installments beginning on February 3, 2023.

	/s/ Chris Utecht, Attorney-in-Fact	09/12/2023
	** 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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