Form 4 for WRBY Warby Parker Inc.
Accepted 2021-12-17 00:00:00 ET · period of report 2021-12-15 · accession 0001104659-21-151330 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-12-17 | 2021-12-15+ | WRBY | Gilboa David Abraham | Co-CEO, Dir | C - Cnv Deriv | $0.00 | +366.7K | 250.0K | New | $0 |
| DM | 2021-12-17 | 2021-12-15+ | WRBY | Gilboa David Abraham | Co-CEO, Dir | S - Sale | $43.87 | -366.7K | 0 | -100% | -$16.09M |
| DM | 2021-12-17 | 2021-12-15+ | WRBY | Gilboa David Abraham | Co-CEO, Dir | M - OptEx | $0.00 | 0 | 6.68M | New | $0 |
| DM | 2021-12-17 | 2021-12-15+ | WRBY | Gilboa David Abraham | Co-CEO, Dir | C - Cnv Deriv | $0.00 | -366.7K | 6.45M | -5% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-12-16 | C | A | 1,732 | $0.00 | 1,732 | D | — | — | |
| 2 | Common | Class A Common Stock | 2021-12-15 | S | D | 24,436 | $43.96 | 0 | D | — | — | (F2) The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $43.775 to $44.1017. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote. |
| 3 | Common | Class A Common Stock | 2021-12-16 | S | D | 1,732 | $44.59 | 0 | D | — | — | |
| 4 | Common | Class A Common Stock | 2021-12-15 | S | D | 225,564 | $43.32 | 24,436 | D | — | — | (F1) The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $42.76 to $43.72. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote. |
| 5 | Common | Class A Common Stock | 2021-12-17 | S | D | 115,000 | $44.92 | 0 | D | — | — | (F4) The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $44.72 to $45.13. The reporting person undertakes to provide 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 sold at each separate price within the range set forth in this footnote. |
| 6 | Common | Class A Common Stock | 2021-12-17 | C | A | 115,000 | $0.00 | 115,000 | D | — | — | |
| 7 | Common | Class A Common Stock | 2021-12-15 | C | A | 250,000 | $0.00 | 250,000 | D | — | — | |
| 8 | Derivative | Restricted Stock Units | 2021-12-16 | M | D | 1,732 | $0.00 | 939,020 | D | — · — to — | 1,732 Class B Common Stock | (F9) This filing relates to the occurrence of a RSU vesting event. (F8) Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. (F10) The restricted stock units will vest in 60 monthly installments beginning on July 1, 2021, will expire on June 15, 2031. |
| 9 | Derivative | Class B Common Stock | 2021-12-16 | M | A | 1,732 | $0.00 | 6,455,528 | D | — · — to — | 1,732 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |
| 10 | Derivative | Class B Common Stock | 2021-12-16 | C | D | 1,732 | $0.00 | 6,453,796 | D | — · — to — | 1,732 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |
| 11 | Derivative | Stock Option (Right to Buy) | 2021-12-17 | M | D | 228,490 | $0.00 | 0 | D | $0.72 · — to — | 228,490 Class B Common Stock | (F5) The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022. |
| 12 | Derivative | Class B Common Stock | 2021-12-15 | M | A | 427,000 | $0.00 | 6,703,796 | D | — · — to — | 427,000 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |
| 13 | Derivative | Stock Option (Right to Buy) | 2021-12-15 | M | D | 427,000 | $0.00 | 228,490 | D | $0.72 · — to — | 427,000 Class B Common Stock | (F5) The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022. |
| 14 | Derivative | Class B Common Stock | 2021-12-17 | M | A | 228,490 | $0.00 | 6,682,286 | D | — · — to — | 228,490 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |
| 15 | Derivative | Class B Common Stock | 2021-12-17 | C | D | 115,000 | $0.00 | 6,567,286 | D | — · — to — | 115,000 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |
| 16 | Derivative | Class B Common Stock | 2021-12-15 | C | D | 250,000 | $0.00 | 6,453,796 | D | — · — to — | 250,000 Class A Common Stock | (F7) 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, orotherwise 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. (F6) 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 intoshares 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 theboard 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, |