SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/21/2021 | 3. Issuer Name and Ticker or Trading Symbol Warby Parker Inc. [ WRBY ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 2,411,167 | I | By JJR WP Holdings LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 2,775,394 | (1) | D | |
Class B Common Stock | (1) | (1) | Class A Common Stock | 1,519,661 | (1) | I | By Neil H. Blumenthal 2011 Family Trust |
Class B Common Stock | (1) | (1) | Class A Common Stock | 399,402 | (1) | I | By Teal Aquarius Trust |
Class B Common Stock | (1) | (1) | Class A Common Stock | 400,000 | (1) | I | By Royal Blue Aries Trust |
Class B Common Stock | (1) | (1) | Class A Common Stock | 400,000 | (1) | I | By Tiffany Blue Gemini Trust |
Class B Common Stock | (1) | (1) | Class A Common Stock | 800,000 | (1) | I | By Cobalt Pisces Trust |
Performance Stock Units | (2) | (2) | Class B Common Stock | 2,198,844 | (3) | D | |
Restricted Stock Units | (4) | (4) | Class B Common Stock | 57,721 | (3) | D | |
Restricted Stock Units | (5) | (5) | Class B Common Stock | 72,718 | (3) | D | |
Restricted Stock Units | (6) | (6) | Class B Common Stock | 69,303 | (3) | D | |
Restricted Stock Units | (7) | (7) | Class B Common Stock | 942,362 | (3) | D | |
Stock Option (Right to Buy) | (8) | (8) | Class B Common Stock | 706,390 | 0.72 | D | |
Stock Option (Right to Buy) | (9) | (9) | Class B Common Stock | 710,759 | 3.83 | D |
Explanation of Responses: |
1. Each share of the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at the option of the holder and has no expiration date. |
2. The performance stock units will only vest, if at all, in substantially equal installments upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds each of the following seven share price thresholds: $47.75, $55.71, $63.67, $71.63, $79.59, $87.55, $95.50 and $103.46, over a period of ten years, and will expire on June 15, 2031. |
3. Each restricted stock unit represents a contingent right to receive one share of the Issuers Class A Common Stock. |
4. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on May 1, 2026. |
5. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026. |
6. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028. |
7. The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031. |
8. The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022. |
9. The Stock option was granted on February 22, 2017, is fully vested, and will expire on February 21, 2027. |
Remarks: |
EXHIBIT LIST: EX-24 POA - Neil Blumenthal |
/s/ Hyung Bak, Attorney-in-Fact | 09/21/2021 | |
** 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 5 (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. |