Warby Parker Inc.

Code

F

Shares

11,504

Price

$24.19

Footnotes

10

Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock. This filing relates to the occurrence of a RSU vesting event. The RSUs will vest in 60 monthly installments beginning on July 1, 2021. 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, 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. Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. The RSUs will vest in 36 monthly installments beginning on January 1, 2025. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.