09/05/2025 | Press release | Distributed by Public on 09/05/2025 15:16
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 09/03/2025 | M | 44,640(3) | (4) | (4) | Class B Common Stock | 44,640 | $ 0 | 521,616 | D | ||||
Class B Common Stock | (5)(6) | 09/03/2025 | M | 44,640 | (5)(6) | (5)(6) | Class A Common Stock | 44,640 | $ 0 | 5,337,557 | D | ||||
Class B Common Stock | (5)(6) | 09/03/2025 | F | 23,637(7) | (5)(6) | (5)(6) | Class A Common Stock | 23,637 | $25.55 | 5,313,920 | D | ||||
Restricted Stock Units | (8) | 09/03/2025 | M | 9,815(3) | (9) | (9) | Class A Common Stock | 9,815 | $ 0 | 94,884 | D | ||||
Class B Common Stock | (5)(6) | (5)(6) | (5)(6) | Class A Common Stock | 1,656,770 | 1,656,770 | I | By David A. Gilboa 2012 Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gilboa David Abraham C/O WARBY PARKER INC., 233 SPRING STREET, 6TH FLOOR EAST NEW YORK, NY 10013 |
X | Co-Chief Executive Officer |
/s/ Chris Utecht, Attorney-in-Fact | 09/05/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. |
(2) | Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock. |
(3) | This filing relates to the occurrence of a RSU vesting event. |
(4) | The RSUs will vest in 60 monthly installments beginning on July 1, 2021. |
(5) | The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (i) transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group, (ii) October 1, 2031, (iii) with respect to any Class B Common Stock held by any person or entity in Neil Blumenthal's permitted ownership group, (A) such time as Neil Blumenthal is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Neil Blumenthal ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Neil Blumenthal, |
(6) | and (iv) with respect to any Class B common stock held by any person or entity in Dave Gilboa's permitted ownership group, (A) such time as Dave Gilboa is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Dave Gilboa ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Dave Gilboa. |
(7) | Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. |
(8) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
(9) | The RSUs will vest in 36 monthly installments beginning on January 1, 2025. |