| 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 statement is filed on behalf of David A. Gilboa (the "Reporting Person"). |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Person is c/o Warby Parker Inc., 233 Spring Street, 6th Floor East, New York, NY 10013. |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
7,788,532
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of March 31, 2025, based upon 104,502,616 shares of Class A Common Stock outstanding as of May 6, 2025, based on the Issuer's Annual Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
The Reporting Person may be deemed to beneficially own 7,788,532 shares of
Class A Common Stock, which consists of (i) 24,089 shares of Class A Common
Stock and 5,396,914 shares of Class B Common Stock of the Issuer, which are
convertible into Class A Common Stock on a one-for-one basis at the holder's option,
held of record by the Reporting Person, (ii) 710,759 shares underlying options to
purchase Class B Common Stock that are currently exercisable or will be exercisable
within 60 days of March 31, 2025, and (iii) 1,656,770 shares of Class B Common
Stock held by a family trust over which the Reporting Person may be deemed to share
beneficial ownership. |
| (b) | Percent of class:
6.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
6,131,762
|
| | (ii) Shared power to vote or to direct the vote:
1,656,770
|
| | (iii) Sole power to dispose or to direct the disposition of:
6,131,762
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,656,770
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)