Form 3 Warby Parker Inc. For: Sep 21 Filed by: Miller Steven Clive

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 *
Miller Steven Clive

(Last) (First) (Middle)
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST

(Street)
NEW YORK NY 10013

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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 141,756
D
 
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
Restricted Stock Units   (1)   (1) Class A Common Stock 31,696 (1) D  
Restricted Stock Units   (2)   (2) Class A Common Stock 31,813 (2) D  
Restricted Stock Units   (3)   (3) Class A Common Stock 40,399 (3) D  
Restricted Stock Units   (4)   (4) Class A Common Stock 40,554 (4) D  
Restricted Stock Units   (5)   (5) Class A Common Stock 81,533 (5) D  
Stock Option (Right to Buy)   (6)   (6) Class A Common Stock 143,816 13.55 D  
Stock Option (Right to Buy)   (7)   (7) Class A Common Stock 22,421 4.46 D  
Stock Option (Right to Buy)   (8)   (8) Class A Common Stock 30,000 13.08 D  
Stock Option (Right to Buy)   (9)   (9) Class A Common Stock 12,038 12.35 D  
Stock Option (Right to Buy)   (10)   (10) Class A Common Stock 26,400 4.46 D  
Stock Option (Right to Buy)   (11)   (11) Class A Common Stock 177,132 12.35 D  
Stock Option (Right to Buy)   (12)   (12) Class A Common Stock 36,101 2.77 D  
Stock Option (Right to Buy)   (8)   (8) Class A Common Stock 159,609 13.08 D  
Stock Option (Right to Buy)   (13)   (13) Class A Common Stock 87,952 17.9 D  
Explanation of Responses:
1. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2028.
2. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 16, 2025.
3. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2026.
4. The restricted stock units will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2026.
5. The restricted stock units will vest in 48 monthly installments beginning on July 1, 2021 and will expire on June 14, 2031.
6. The Stock option was granted on November 20, 2019, will vest in 48 monthly installments beginning on January 1, 2020 and will expire on November 19, 2029.
7. The Stock option was granted on June 14, 2016, is fully vested, and will expire on June 13, 2026.
8. The Stock option was granted on October 16, 2018, will vest in 48 monthly installments beginning on January 1, 2018 and will expire on October 15, 2028.
9. The Stock option was granted on March 29, 2019, will vest in 12 monthly installments beginning on January 1, 2022 and will expire on March 28, 2029.
10. The Stock option was granted on June 14, 2016, is fully vested, and will expire on June 13, 2026.
11. The Stock option was granted on March 29, 2019, will vest in 48 monthly installments beginning on January 1, 2019 and will expire on March 28, 2029.
12. The Stock option was granted on February 21, 2014, will vest in 36 monthly installments beginning on January 1, 2014 and will expire on February 20, 2024.
13. The Stock option was granted on January 28, 2021, will vest in 48 monthly installments beginning on January 1, 2021 and will expire on January 27, 2031.
Remarks:
EXHIBIT LIST: EX-24 POA - Steve Miller
/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 1st day of September, 2021.

By:  /s/ Steve Miller            

Name:  Steve Miller            




 

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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