| Item 1. | |
| (a) | Name of issuer:
Warby Parker Inc. |
| (b) | Address of issuer's principal executive offices:
233 Spring Street, 6th Floor East, New York, NY 10013 |
| Item 2. | |
| (a) | Name of person filing:
This joint statement on Schedule 13G/A is being filed by General Catalyst Group Management Holdings GP, LLC, a Delaware limited liability company ("GCGMH LLC"), General Catalyst Group Management Holdings, L.P., a Delaware limited partnership ("GCGMH"), General Catalyst Group Management, LLC, a Delaware limited liability company ("GCGM"), General Catalyst Group V, L.P., a Delaware limited partnership ("GC V"), GC Entrepreneurs Fund V, L.P., a Delaware limited partnership ("E Fund V"), General Catalyst Partners V, L.P., a Delaware limited partnership ("GC V GPLP"), General Catalyst GP V, LLC, a Delaware limited liability company ("GC V GPLLC"), General Catalyst Group V Supplemental, L.P., a Delaware limited partnership ("GC V Supplemental"), Kenneth Chenault, David P. Fialkow, Joel E. Cutler and Hemant Taneja (together, the "Managers"), who are collectively referred to herein as the "Reporting Persons."
GCGMH LLC is the general partner of GCGMH, which is the manager of GCGMH, which is the manager of GC V GPLLC. Kenneth Chenault, David P. Fialkow, Joel E. Cutler and Hemant Taneja are Managing Members of GCGMH LLC. GC V GPLP is the sole general partner of GC V, E Fund V and GC V Supplemental. GC V GPLLC is the sole general partner of GC V GPLP. David P. Fialkow, Joel E. Cutler and Hemant Taneja are Managing Directors of GC V GPLLC.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. |
| (b) | Address or principal business office or, if none, residence:
20 University Road, 4th Floor, Cambridge, MA 02138 |
| (c) | Citizenship:
Each of GCGMH, GC V, E Fund V, GC V Supplemental and GC V GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GCGMH LLC, GCGM and GC V GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
93403J106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Line 9 of cover sheets. |
| (b) | Percent of class:
See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 104,502,616 shares of Class A Common Stock reported to be outstanding by the Issuer as of May 6, 2025, as listed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Line 5 of cover sheets.
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| | (ii) Shared power to vote or to direct the vote:
See Line 6 of cover sheets.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Line 7 of cover sheets.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Line 8 of cover sheets.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 2 for members of the group. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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