Form 3 Warby Parker Inc. For: Sep 21 Filed by: Cutler Joel E

September 21, 2021 9:17 PM EDT

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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 *
Cutler Joel E

(Last) (First) (Middle)
20 UNIVERSITY ROAD
4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 1,595,210
I
Directly held by General Catalyst Group V, L.P. (1) (2) (3)
Class A Common Stock 8,088,002
I
Directly held by General Catalyst Group V Supplemental, L.P. (1) (2) (3)
Class A Common Stock 202,126
I
Directly held by GC Entrepreneurs Fund V, L.P. (1) (2) (3)
Class A Common Stock 933,171
I
Directly held by GC Venture V, LLC (1) (2) (3)
Class A Common Stock 513,083
I
Directly held by GC Venture V-B, LLC (1) (2) (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)   (4)   (4) Class A Common Stock 10,383 24.53 D  
Explanation of Responses:
1. 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).
2. (Continued from Footnote 1) 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.
3. However, the Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.
4. This stock purchase right is fully vested and will expire on November 2, 2021.
Remarks:
EXHIBIT LIST: EX-24 POA - Joel Cutler
/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 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.
POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Warby Parker Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Appendix A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:
1.    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of September, 2021.

By:  /s/ Joel Cutler
_____________________            

Name:      Joel Cutler            
______________________


 
Appendix A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1.    Steven Miller
2.    Hyung Bak


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