v3.22.2.2
Redeemable Convertible Preferred Stock and Stockholders’ Equity
9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Redeemable Convertible Preferred Stock and Stockholders’ Equity Redeemable Convertible Preferred Stock and Stockholders’ Equity
Common Stock
As of September 30, 2022, the Company’s Twelfth Amended and Restated Certificate of Incorporation authorizes the issuance of up to 1,050,000,000 shares of common stock, par value of $0.0001 per share, of which 750,000,000 shares are designated Class A common stock, 150,000,000 shares are designated Class B common stock, and 150,000,000 shares are designated Class C common stock. Class A common stock receives one vote per share, Class B common stock receives ten votes per share, and Class C common stock has no voting rights except as required by Delaware law. Common stock is not redeemable at the option of the holder.
As of September 30, 2022, outstanding shares of common stock as well as shares of common stock attributable to stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) were as follows:
Class AClass BClass C
Common stock outstanding95,756,249 19,103,020 — 
Employee stock options – outstanding1,160,829 1,997,102 — 
Restricted stock units – outstanding1,573,131 2,025,318 — 
Performance stock units – outstanding— 4,397,688 — 
Employee stock plans – available20,053,741 — — 
Shares of Class A common stock issuable upon conversion of all outstanding Class B common stock, options, RSUs, and PSUs27,523,128 — — 
Total common stock – outstanding or issuable on exercise of options146,067,078 27,523,128 — 
Authorized
750,000,000 150,000,000 150,000,000 
Common stock available for future issuance
603,932,922 122,476,872 150,000,000 
Redeemable Convertible Preferred Stock
As of September 30, 2022, 50,000,000 preferred shares were authorized and no shares were outstanding.
Prior to our Direct Listing, all classes of redeemable convertible preferred stock were convertible by the holder into shares of Series A common stock at the then applicable conversion price. In the event of liquidation of the Company (including certain events outside of the Company’s control such as a change in control), the holders of redeemable convertible preferred stock were entitled to a liquidation preference equal to the respective original issue price plus declared and unpaid dividends ahead of the classes of common stock described above. In September 2021, in connection with the Direct Listing, all outstanding shares of redeemable convertible preferred stock were converted to Class A common stock at a one-to-one ratio.
Stock Repurchases
During the nine months ended September 30, 2022, the Company did not repurchase stock. In February and June 2021, the Company repurchased shares of common stock and redeemable convertible preferred stock directly from investors as follows:
Number of Shares RepurchasedAmount Paid
Series A common stock63,821 $1,566 
Series AA redeemable convertible preferred stock160,136 3,928 
Series D redeemable convertible preferred stock60,137 1,475 
Series E redeemable convertible preferred stock45,507 1,116 
Total repurchases329,601 $8,085 
The stock was considered constructively retired when repurchased. For the redeemable convertible preferred stock, the $5.0 million excess of repurchase price over carrying value was recorded to accumulated deficit on the condensed consolidated balance sheet. For the common stock, the excess of repurchase price over par value of $1.6 million was recorded to accumulated deficit on the condensed consolidated balance sheet.
Stock Donation
In May 2022, the Company issued 178,572 shares of Class A common stock to the Warby Parker Impact Foundation, a 501(c)(3) nonprofit organization. During the nine months ended September 30, 2022, the Company recognized $3.3 million of charitable expense representing the fair value of the shares on the date they were issued, which is recorded to selling, general, and administrative expenses.