Chief Financial Officer Miller Steven Clive sold $274,808 worth of shares (11,684 units at $23.52), was granted 15,128 shares, covered exercise/tax liability with 6,321 shares and converted options into 27,731 shares, increasing direct ownership by 14% to 204,727 units (SEC Form 4)
$WRBY
Ophthalmic Goods
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/03/2025 | A(1) | 15,128 | A | $0 | 195,001(2) | D | |||
| Class A Common Stock | 03/03/2025 | F(3) | 6,321 | D | $24.16 | 188,680 | D | |||
| Class A Common Stock | 03/04/2025 | M | 27,731 | A | $0 | 216,411 | D | |||
| Class A Common Stock | 03/04/2025 | S(4) | 11,684 | D | $23.52(5) | 204,727 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 03/03/2025 | A | 90,303 | (7) | (7) | Class A Common Stock | 90,303 | $0 | 90,303 | D | ||||
| Restricted Stock Units | (6) | 03/04/2025 | M | 1,321(8) | (9) | (9) | Class A Common Stock | 1,321 | $0 | 0 | D | ||||
| Restricted Stock Units | (6) | 03/04/2025 | M | 5,095(8) | (10) | (10) | Class A Common Stock | 5,095 | $0 | 8,494 | D | ||||
| Restricted Stock Units | (6) | 03/04/2025 | M | 8,880(8) | (11) | (11) | Class A Common Stock | 8,880 | $0 | 68,078 | D | ||||
| Restricted Stock Units | (6) | 03/04/2025 | M | 10,554(8) | (12) | (12) | Class A Common Stock | 10,554 | $0 | 123,135 | D | ||||
| Restricted Stock Units | (6) | 03/04/2025 | M | 1,881(8) | (7) | (7) | Class A Common Stock | 1,881 | $0 | 88,422 | D | ||||
| Explanation of Responses: |
| 1. Represents a grant of fully-vested restricted stock units ("RSUs") comprising the reporting person's 2024 bonus award. Each RSU represents a right to receive one share of Class A Common Stock. |
| 2. Reduced by 2,257 shares to correct an error in the amounts previously reported. |
| 3. Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the grant of RSUs in footnote 1. |
| 4. These share sales are required by the Issuer's equity compensation plan to cover taxes due on RSUs that vested. |
| 5. The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $23.52 to $23.53, inclusive. The reporting person undertakes to provide to 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 purchased at each separate price. |
| 6. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
| 7. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2025. |
| 8. This filing relates to the occurrence of a RSU vesting event. |
| 9. The RSUs will vest in 48 monthly installments beginning on January 1, 2021. |
| 10. The RSUs will vest in 48 monthly installments beginning on July 1, 2021. |
| 11. The RSUs will vest in 48 substantially equal monthly installments beginning on February 3, 2023. |
| 12. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2024. |
| /s/ Chris Utecht, Attorney-in-Fact | 03/05/2025 | |
| ** 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). | ||
| 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. | ||