Warby Parker (WRBY) SC 13G Warby Parker / General Catalyst Group Management Holdings GP ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Warby Parker Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

93403J106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 93403J106 13G Page 2 of 21

1.	Names of Reporting Persons General Catalyst Group Management Holdings GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 93403J106 13G Page 3 of 21

1.	Names of Reporting Persons General Catalyst Group Management Holdings, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 93403J106 13G Page 4 of 21

1.	Names of Reporting Persons General Catalyst Group Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 93403J106 13G Page 5 of 21

1.	Names of Reporting Persons General Catalyst GP V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 93403J106 13G Page 6 of 21

1.	Names of Reporting Persons General Catalyst Partners V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 93403J106 13G Page 7 of 21

1.	Names of Reporting Persons General Catalyst Group V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 93403J106 13G Page 8 of 21

1.	Names of Reporting Persons GC Entrepreneurs Fund V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 93403J106 13G Page 9 of 21

1.	Names of Reporting Persons General Catalyst Group V Supplemental, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 93403J106 13G Page 10 of 21

1.	Names of Reporting Persons Kenneth Chenault
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 93403J106 13G Page 11 of 21

1.	Names of Reporting Persons David P. Fialkow
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 82,307
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 82,307
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,738,878
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.1%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 93403J106 13G Page 12 of 21

1.	Names of Reporting Persons Joel E. Cutler
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 83,313
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 83,313
		8.	Shared Dispositive Power 5,739,884
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,739,884
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.1%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 93403J106 13G Page 13 of 21

1.	Names of Reporting Persons Hemant Taneja
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,656,571
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,656,571
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,656,571
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 93403J106 13G Page 14 of 21

Item 1.

(a) Name of Issuer: Warby Parker Inc.

(b) Address of Issuer’s Principal Executive Offices:

233 Spring Street, 6^th Floor East, New York, NY 10013

Item 2.

(a) Name of Person Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group Management Holdings GP, LLC, a Delaware limited liability company (“GCGMH LLC”), General Catalyst Group Management Holdings, L.P., a Delaware limited partnership (“GCGMH”), General Catalyst Group Management, LLC, a Delaware limited liability company (“GCGM”), General Catalyst Group V, L.P., a Delaware limited partnership (“GC V”), GC Entrepreneurs Fund V, L.P., a Delaware limited partnership (“E Fund V”), General Catalyst Partners V, L.P., a Delaware limited partnership (“GC V GPLP”), General Catalyst GP V, LLC, a Delaware limited liability company (“GC V GPLLC”), General Catalyst Group V Supplemental, L.P., a Delaware limited partnership (“GC V Supplemental”), Kenneth Chenault, David P. Fialkow, Joel E. Cutler and Hemant Taneja (together, the “Managers”), who are collectively referred to herein as the “Reporting Persons.”

GCGMH LLC is the general partner of GCGMH, which is the manager of GCGMH, which is the manager of GC V GPLLC. Kenneth Chenault, David P. Fialkow, Joel E. Cutler and Hemant Taneja are Managing Members of GCGMH LLC. GC V GPLP is the sole general partner of GC V, E Fund V and GC V Supplemental. GC V GPLLC is the sole general partner of GC V GPLP. David P. Fialkow, Joel E. Cutler and Hemant Taneja are Managing Directors of GC V GPLLC.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office or, if none, Residence:

20 University Road, 4th Floor, Cambridge, MA 02138

(c) Citizenship:

Each of GCGMH, GC V, E Fund V, GC V Supplemental and GC V GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GCGMH LLC, GCGM and GC V GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.

(d) Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share.

(e) CUSIP Number:

93403J106

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

CUSIP No. 93403J106 13G Page 15 of 21

(a) Amount beneficially owned:

GC V is the record owner of 984,692 shares, E Fund V is the record owner of 122,378 shares and GC V Supplemental is the record owner of 4,549,501 shares (together, the “Record Shares”).

As the general partner of GCGMH, GCGMH LLC may be deemed to beneficially own the Record Shares. As the sole general partner of GC V, E Fund V and GC V Supplemental, GC V GPLP may be deemed to beneficially own the Record Shares. As the sole general partner of GC V GPLP, GC V GPLLC may be deemed to own beneficially the Record Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each Reporting Entity may be deemed to share the power and direct the disposition and vote of the Record Shares.

Each of Kenneth Chenault, David P. Fialkow, Joel E. Cutler and Hemant Taneja may be deemed to beneficially own the Record Shares. In addition, David P. Fialkow may be deemed to beneficially own 82,307 shares and Joel E. Cutler may be deemed to beneficially own 63,381 shares.

(b) Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 94,129,746 shares of Class A Common Stock reported to be outstanding by the Issuer as of November 9, 2021, as listed on the Issuer’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 17, 2021.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

See Line 5 of cover sheets.

(ii) Shared power to vote or to direct the vote

See Line 6 of cover sheets.

(iii) Sole power to dispose or to direct the disposition of

See Line 7 of cover sheets.

(iv) Shared power to dispose or to direct the disposition of

See Line 8 of cover sheets.

Each of the Reporting Persons disclaims beneficial ownership of such shares of Class A Common Stock except to the extent of its or his pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

CUSIP No. 93403J106 13G Page 16 of 21

Item 8. Identification and Classification of Members of the Group

See Exhibit 2 for members of the group.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

Exhibit 2 – Members of the Group.

CUSIP No. 93403J106 13G Page 17 of 21

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
By:	GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
	its General Partner
	By:	GENERAL CATALYST GROUP MANAGEMENT, LLC
		Its General Partner
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
By:	GENERAL CATALYST GROUP MANAGEMENT, LLC
	its General Partner
	By:	/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer
GENERAL CATALYST GROUP MANAGEMENT, LLC
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer
GENERAL CATALYST GROUP V, L.P.
By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner
	By:	GENERAL CATALYST GP V, LLC
		its General Partner
		By:	/s/ Christopher McCain Christopher McCain Chief Legal Officer
GC ENTREPRENEURS FUND V, L.P.
By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner
	By:	GENERAL CATALYST GP V, LLC
		its General Partner
		By:	/s/ Christopher McCain Christopher McCain Chief Legal Officer
GENERAL CATALYST PARTNERS V, L.P.
By:	GENERAL CATALYST GP V, LLC
	its General Partner
		By:	/s/ Christopher McCain Christopher McCain Chief Legal Officer
GENERAL CATALYST GROUP V SUPPLEMENTAL, L.P.
By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner
	By:	GENERAL CATALYST GP V, LLC
		its General Partner
		By:	/s/ Christopher McCain Christopher McCain Chief Legal Officer
GENERAL CATALYST GP V, LLC
		By:	/s/ Christopher McCain Christopher McCain Chief Legal Officer

CUSIP No. 93403J106 13G Page 18 of 21

*

Kenneth Chenault

*

David P. Fialkow

*

Joel E. Cutler

*

Hemant Taneja

*By:	/s/ Christopher McCain
	Christopher McCain as Attorney-in-Fact

* This Schedule 13G was executed by Christopher McCain on behalf of the Managers pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.