Warby Parker (WRBY) Form 4 Warby Parker / Joel E Cutler ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cutler Joel E

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2021

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	10/08/2021		J(1)		1,213,200	D	$0	6,066,061	I	Directly held by General Catalyst Group V Supplemental, L.P.(2)(3)
Class A Common Stock	10/08/2021		J(4)		234,614	A	$0	234,614	I	Directly held by General Catalyst Partners V, L.P.(2)(3)
Class A Common Stock	10/08/2021		J(5)		279,556	D	$0	0	I	Directly held by GC Venture V, LLC(2)(3)
Class A Common Stock	10/08/2021		J(6)		55,914	A	$0	55,914	I	Directly held by GC Venture V Manager, LLC(2)(3)
Class A Common Stock	10/08/2021		J(7)		461,772	D	$0	0	I	Directly held by GC Venture V-B, LLC(2)(3)
Class A Common Stock	10/08/2021		J(8)		64,332	A	$0	120,246	I	Directly held by GC Venture V Manager, LLC(2)(3)
Class A Common Stock	10/08/2021		S		239,193	D	$47.5258(9)	1,196,467	I	Directly held by General Catalyst Group V, L.P.(2)(3)
Class A Common Stock	10/08/2021		S		89	D	$49.06	1,196,378	I	Directly held by General Catalyst Group V, L.P.(2)(3)
Class A Common Stock	10/08/2021		J(10)		22,597	A	$0	1,218,975	I	Directly held by General Catalyst Group V, L.P.(2)(3)
Class A Common Stock	10/08/2021		S		30,308	D	$47.5258(9)	151,593	I	Directly held by GC Entrepreneurs Fund V, L.P. (2)(2)(3)
Class A Common Stock	10/08/2021		S		11	D	$49.06	151,582	I	Directly held by GC Entrepreneurs Fund V, L.P.(2)(3)
Class A Common Stock	10/08/2021		J(11)		472	A	$0	152,054	I	Directly held by GC Entrepreneurs Fund V, L.P.(2)(3)

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

Explanation of Responses:

1. Effective October 8, 2021, General Catalyst Group V Supplemental, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 1,213,200 shares of Class A Common Stock of the Issuer to its general and limited partners.

2. General Catalyst GP V, LLC ("GCGPV"), is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. ("GCGV"), General Catalyst Group V Supplemental, L.P. ("GCGVS") and GC Entrepreneurs Fund V, L.P. ("GCEV"). 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 General Catalyst Group Management, LLC ("GCGM"), which is the manager of GC Venture V Manager, LLC ("GCVV Manager"), which is the manager of GC Venture V, LLC ("GCVV") and GC Venture V-B, LLC ("GCVVB").

3. Joel Cutler and David Fialkow are managing directors of GCGPV, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCGV, GCGVS, and GCEV. Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja are managing members of GCGMH, LLC, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCVV and GCVVB. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his or its pecuniary interest therein, if any.

4. Represents shares previously reported as held through GCGVS.

5. Effective October 8, 2021, GCVV, a venture capital partnership, distributed in-kind, without consideration, a total of 279,556 shares of Class A Common Stock of the Issuer to its members and manager.

6. Represents shares previously reported as held through GCVV.

7. Effective October 8, 2021, GCVVB, a venture capital partnership, distributed in-kind, without consideration, a total of 461,772 shares of Class A Common Stock of the Issuer to its members and manager.

8. Represents shares previously reported as held through GC Venture V-B, LLC.

9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $47.52 to $48.31, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this.

10. On October 8, 2021, shares of Class A Common Stock of the Issuer held by limited partnerships were distributed in-kind, without consideration, to its underlying partners. As part of such distribution, GCGV received 22,597 shares of the Issuer's Class A Common Stock.

11. On October 8, 2021, shares of Class A Common Stock of the Issuer held by limited partnerships were distributed in-kind, without consideration, to its underlying partners. As part of such distribution, GCEV received 472 shares of the Issuer's Class A Common Stock.

	/s/ Christopher McCain, Attorney-in-Fact for Joel Cutler	10/13/2021
	** 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.