Neil Harris Blumenthal - Mar 3, 2025 Form 4 Insider Report for Warby Parker Inc. (WRBY)

Role
Co-Chief Executive Officer, Director
Signature
/s/ Chris Utecht, Attorney-in-Fact
Stock symbol
WRBY
Transactions as of
Mar 3, 2025
Transactions value $
-$4,628,320
Form type
4
Date filed
3/5/2025, 09:56 PM
Previous filing
Feb 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WRBY Class A Common Stock Award $0 +23.3K +190.93% $0.00 35.4K Mar 3, 2025 Direct F1
transaction WRBY Class A Common Stock Tax liability -$311K -12.9K -36.29% $24.17 22.6K Mar 3, 2025 Direct F2
transaction WRBY Class A Common Stock Conversion of derivative security $0 +150K +664.63% $0.00 173K Mar 3, 2025 Direct
transaction WRBY Class A Common Stock Sale -$3.51M -144K -83.4% $24.37 28.7K Mar 3, 2025 Direct F3, F4
transaction WRBY Class A Common Stock Sale -$153K -6.08K -21.23% $25.07 22.6K Mar 3, 2025 Direct F3, F5
transaction WRBY Class A Common Stock Conversion of derivative security $0 +26.1K +115.59% $0.00 48.7K Mar 4, 2025 Direct
transaction WRBY Class A Common Stock Options Exercise $0 +3.27K +6.72% $0.00 51.9K Mar 4, 2025 Direct
transaction WRBY Class A Common Stock Sale -$658K -28K -53.86% $23.52 24K Mar 4, 2025 Direct F6, F7
holding WRBY Class A Common Stock 200K Mar 3, 2025 By Royal Blue Aries Trust
holding WRBY Class A Common Stock 200K Mar 3, 2025 By Tiffany Blue Gemini Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WRBY Restricted Stock Units Award $0 +118K $0.00 118K Mar 3, 2025 Class A Common Stock 118K Direct F8, F9
transaction WRBY Class B Common Stock Gift $0 -379K -100% $0.00 0 Mar 3, 2025 Class A Common Stock 379K By Sky Scorpio Trust F10, F11, F12
transaction WRBY Class B Common Stock Gift $0 +350K +8.21% $0.00 4.61M Mar 3, 2025 Class A Common Stock 350K Direct F10, F11, F12
transaction WRBY Class B Common Stock Gift $0 +28.7K +1.89% $0.00 1.55M Mar 3, 2025 Class A Common Stock 28.7K By Neil H. Blumenthal 2011 Family Trust F10, F11, F12
transaction WRBY Class B Common Stock Conversion of derivative security $0 -150K -3.25% $0.00 4.46M Mar 3, 2025 Class A Common Stock 150K Direct F10, F11
transaction WRBY Restricted Stock Units Options Exercise $0 -2.89K -100% $0.00 0 Mar 4, 2025 Class B Common Stock 2.89K Direct F13, F14, F15
transaction WRBY Restricted Stock Units Options Exercise $0 -44.6K -6.81% $0.00 611K Mar 4, 2025 Class B Common Stock 44.6K Direct F13, F14, F16
transaction WRBY Class B Common Stock Options Exercise $0 +47.5K +1.06% $0.00 4.51M Mar 4, 2025 Class A Common Stock 47.5K Direct F10, F11
transaction WRBY Class B Common Stock Conversion of derivative security $0 -26.1K -0.58% $0.00 4.49M Mar 4, 2025 Class A Common Stock 26.1K Direct F10, F11
transaction WRBY Restricted Stock Units Options Exercise $0 -3.27K -2.78% $0.00 115K Mar 4, 2025 Class A Common Stock 3.27K Direct F8, F9, F14
holding WRBY Class B Common Stock 200K Mar 3, 2025 Class A Common Stock 200K By Royal Blue Aries Trust F10, F11
holding WRBY Class B Common Stock 200K Mar 3, 2025 Class A Common Stock 200K By Tiffany Blue Gemini Trust F10, F11
holding WRBY Class B Common Stock 385K Mar 3, 2025 Class A Common Stock 385K By Teal Aquarius Trust F10, F11
holding WRBY Class B Common Stock 800K Mar 3, 2025 Class A Common Stock 800K By Cobalt Pisces Trust F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2024.
F4 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 $24.00 to $24.98, 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.
F5 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 $25.00 to $25.22, 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.
F6 These share sales are required by the Issuer's equity compensation plan to cover taxes due on RSUs that vested.
F7 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.
F8 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F9 The RSUs will vest in 36 monthly installments beginning on January 1, 2025.
F10 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,
F11 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.
F12 Represents a bona fide gift for estate planning purposes.
F13 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F14 This filing relates to the occurrence of a RSU vesting event.
F15 The RSUs will vest in 48 monthly installments beginning on January 1, 2021.
F16 The RSUs will vest in 60 monthly installments beginning on July 1, 2021.