| 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) 03/18/2025 | ||||||||||||||||||||||||||
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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 | 03/18/2025 | J(1) | 984,692 | D | $0 | 0 | I | Directly held by General Catalyst Group V, L.P.(2)(3) | ||
| Class A Common Stock | 03/18/2025 | J(4) | 4,549,501 | D | $0 | 0 | I | Directly held by General Catalyst Group V Supplemental, L.P.(2)(3) | ||
| Class A Common Stock | 03/18/2025 | J(5) | 122,378 | D | $0 | 0 | I | Directly held by GC Entrepreneurs Fund V, L.P.(2)(3) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. Effective March 18, 2025, General Catalyst Group V, L.P. ("GC V"), a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 984,692 shares of Class A Common Stock of the Issuer to its general and limited partners. |
| 2. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of GCGMH, which is the manager of General Catalyst GP V, LLC ("GC V GPLLC"). General Catalyst Partners V, L.P. ("GC V GPLP") is the sole general partner of GC V, GC Entrepreneurs Fund V, L.P. ("E Fund V") and General Catalyst Group V Supplemental, L.P. ("GC V Supplemental"). GC V GPLLC is the sole general partner of GC V GPLP. Both GCGMH LLC and GC V GPLLC are controlled by a group of three or more individuals (the "Managing Directors"), having shared voting and dispositive control over the shares held by GC V, GC V Supplemental and E Fund V. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of both GCGMH LLC and GC V GPLLC Managing Directors, |
| 3. (Continued from footnote 2) no one of the Managing Directors is deemed to be a beneficial owner of the Issuer's securities held by GC V, GC V Supplemental and E Fund V. |
| 4. Effective March 18, 2025, GC V Supplemental, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 4,549,501 shares of Class A Common Stock of the Issuer to its general and limited partners. |
| 5. Effective March 18, 2025, E Fund V, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 122,378 shares of Class A Common Stock of the Issuer to its general and limited partners. |
| /s/ Christopher McCain, Attorney-in-Fact for Joel Cutler | 03/18/2025 | |
| ** 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. | ||