SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Deutsch Meredith L

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

28 LIBERTY STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Corp. Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/25/2023		M		3,118	A	⁽¹⁾	42,614	D
Class A Common Stock	05/25/2023		M		416	A	⁽¹⁾	43,030	D
Class A Common Stock	05/25/2023		M		417	A	⁽¹⁾	43,447	D
Class A Common Stock	05/25/2023		M		416	A	⁽¹⁾	43,863	D
Class A Common Stock	05/25/2023		M		416	A	⁽¹⁾	44,279	D
Class A Common Stock	05/25/2023		M		2,062	A	⁽¹⁾	46,341	D
Class A Common Stock	05/25/2023		M		3,125	A	⁽¹⁾	49,466	D
Class A Common Stock	05/26/2023		S		4,216⁽²⁾	D	$0.5586	45,250	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/25/2023		M			3,118	⁽³⁾	⁽³⁾	Class A Common Stock	3,118	$0	6,237	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			416	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	416	$0	1,251	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			417	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	417	$0	1,252	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			416	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	416	$0	1,251	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			416	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	416	$0	1,251	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			2,062	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,062	$0	13,967	D
Restricted Stock Units	⁽¹⁾	05/25/2023		M			3,125	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,125	$0	34,375	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date.

2. Represents the shares automatically sold by the reporting person to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person.

3. On November 25, 2019, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 6,237 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through November 25, 2023.

4. On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 1,251 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2024.

5. On May 25, 2020, the reporting person was granted RSUs, of which the remaining 1,252 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25, and May 25) through February 25, 2024.

6. On August 25, 2020, the reporting person was granted RSUs, of which the remaining 1,251 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through February 25, 2024.

7. On November 25, 2020, the reporting person was granted RSUs, of which the remaining 1,251 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each February 25, May 25, August 25, and November 25) through February 25, 2024.

8. On February 25, 2022, the reporting person was granted RSUs, of which the remaining 13,967 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2025.

9. On February 25, 2023, the reporting person was granted RSUs, of which the remaining 34,375 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2026.

Remarks:

	/s/ Meredith L. Deutsch	05/26/2023
	** 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).
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