Gilboa David Abraham's Form 4/A amendment
AmendedWarby Parker Inc. (WRBY) · filed Dec 20, 2021
- Accession no.
- 0001104659-21-151871
- Filed
- Dec 20, 2021
- Trade date
- Dec 17, 2021
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Dec 17, 2021
This filing lists 3 derivative transactions. It carries over 13 transactions from the original filing that it did not restate. Open-market sales total $16.1M. It was filed 3 days after the trade.
This amendment restates part of 0001104659-21-151330 (filed Dec 17, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Gilboa David AbrahamCIK 0001883353 | Director, Officer (Co-Chief Executive Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 17, 2021 | Class B Common Stock | MOption exerciseDisposed | −217,000 | $0.00 | $0 | 11,490 | Direct | |
| Dec 17, 2021 | Class A Common Stock | MOption exerciseAcquired | +217,000 | $0.00 | $0 | 6,670,796 | Direct | |
| Dec 17, 2021 | Class A Common Stock | CConversionDisposed | −115,000 | $0.00 | $0 | 6,555,796 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-21-151330 (filed Dec 17, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 15, 2021 | Class A Common Stock | CConversionAcquired | +250,000 | $0.00 | $0 | 250,000 | Direct | |
| Dec 15, 2021 | Class A Common Stock | SSaleDisposed | −225,564 | $43.32F1 | −$9,771,432.48 | 24,436 | Direct | |
| Dec 15, 2021 | Class A Common Stock | SSaleDisposed | −24,436 | $43.96F2 | −$1,074,206.56 | 0 | Direct | |
| Dec 16, 2021 | Class A Common Stock | CConversionAcquired | +1,732 | $0.00 | $0 | 1,732 | Direct | |
| Dec 16, 2021 | Class A Common Stock | SSaleDisposed | −1,732 | $44.59 | −$77,229.88 | 0 | Direct | |
| Dec 17, 2021 | Class A Common Stock | CConversionAcquired | +115,000 | $0.00 | $0 | 115,000 | Direct | |
| Dec 17, 2021 | Class A Common Stock | SSaleDisposed | −115,000 | $44.92F4 | −$5,165,800 | 0 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 15, 2021 | Class B Common Stock | MOption exerciseDisposed | −427,000 | $0.00 | $0 | 228,490 | Direct | |
| Dec 15, 2021 | Class A Common Stock | MOption exerciseAcquired | +427,000 | $0.00 | $0 | 6,703,796 | Direct | |
| Dec 15, 2021 | Class A Common Stock | CConversionDisposed | −250,000 | $0.00 | $0 | 6,453,796 | Direct | |
| Dec 16, 2021 | Class B Common Stock | MOption exerciseDisposed | −1,732 | $0.00 | $0 | 939,020 | Direct | |
| Dec 16, 2021 | Class A Common Stock | MOption exerciseAcquired | +1,732 | $0.00 | $0 | 6,455,528 | Direct | |
| Dec 16, 2021 | Class A Common Stock | CConversionDisposed | −1,732 | $0.00 | $0 | 6,453,796 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $42.76 to $43.72. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F2
The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $43.775 to $44.1017. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold to cover taxes due on option exercises reported in Table II of this Form 4 in multiple transactions at prices ranging from $44.72 to $45.13. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The original Form 4 filed on December 17, 2021 listed the incorrect number of options exercised by the Reporting Person. This amendment is being filed to solely reflect the correct number of options exercised and the resulting number of shares of Class B common stock beneficially owned following the reported transactions.
- F2
The Stock option was granted on July 27, 2012, is fully vested, and will expire on July 26, 2022.
- F3
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,
- F4
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.