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).
X
 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*
Miller Steven Clive
(Last) (First) (Middle)
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST
(Street)
NEW YORK NY 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)
06/06/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/06/2024 M 10,601 A $13.08 181,926(1) D
Class A Common Stock 06/06/2024 M 662 A $12.35 182,588 D
Class A Common Stock 06/06/2024 S 15,709 D $17.036(2) 166,879 D
Class A Common Stock 06/07/2024 M 58,455 A $12.35 225,334 D
Class A Common Stock 06/07/2024 S 58,455 D $16.514(3) 166,879 D
Class A Common Stock 06/07/2024 M 26,511 A (7) 193,390 D
Class A Common Stock 06/07/2024 S(4) 10,984 D $16.67 182,406 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $13.08 06/06/2024 M 10,601 (5) (5) Class A Common Stock 10,601 $0 0 D
Stock Option (Right to Buy) $12.35 06/06/2024 M 662 (6) (6) Class A Common Stock 662 $0 58,455 D
Stock Option (Right to Buy) $12.35 06/07/2024 M 58,455 (6) (6) Class A Common Stock 58,455 $0 0 D
Restricted Stock Units (7) 06/07/2024 M 8,880 (8) (8) Class A Common Stock 8,880 $0 94,717 D
Restricted Stock Units (7) 06/07/2024 M 5,096 (9) (9) Class A Common Stock 5,096 $0 23,781 D
Restricted Stock Units (7) 06/07/2024 M 1,981 (10) (10) Class A Common Stock 1,981 $0 5,283 D
Restricted Stock Units (7) 06/07/2024 M 10,554 (11) (11) Class A Common Stock 10,544 $0 154,798 D
Explanation of Responses:
1. Includes 4,446 shares acquired on May 14, 2023 under the Issuer's employee stock purchase plan in an exempt transaction pursuant to Rule 16b-3(c).
2. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $16.922 to $17.07, 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.
3. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $16.50 to $16.55, 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.
4. These share sales are required by the Issuer's equity compensation plan to cover taxes due on restricted stock units ("RSUs") that vested.
5. The Stock option was granted on October 16, 2018, will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 15, 2028.
6. The Stock option was granted on March 29, 2019, will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2029.
7. This filing relates to the occurrence of a RSU vesting event. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
8. The RSUs will vest in 48 monthly installments beginning February 3, 2023.
9. The RSUs will vest in 48 monthly installments beginning on July 1, 2021.
10. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2021.
11. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2024.
/s/ Chris Utecht, Attorney-in-Fact 06/10/2024
** Signature of Reporting Person Date
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