SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* GOODMAN ROBERT P (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET (Street) NEW YORK NY 10013 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2017	3. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Class B Common Stock(2)	0	(1)	I	See footnote(3)
Series B Preferred Stock	(4)	(4)	Class B Common Stock(2)	0	(4)	I	See footnote(3)
Series C Preferred Stock	(5)	(5)	Class B Common Stock(2)	0	(5)	I	See footnote(3)
Series D Preferred Stock	(6)	(6)	Class B Common Stock(2)	0	(6)	I	See footnote(3)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into the issuer's Class B Common Stock on a 50-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock pursuant to a registration statement on Form S-1 (File No. 333-218425) under the Securities Act of 1933, as amended (the "IPO"). The shares have no expiration date. As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") own 161,369 shares and 134,177 shares, respectively, of Series A Preferred Stock.

2. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis and has no expiration date. Upon the closing of the IPO, the Class B Common Stock will also be convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares and at the holder's election.

3. The Reporting Person is a director of Deer VIII & Co. Ltd ("Deer VIII Ltd."), which is the general partner of Deer VIII & Co. L.P. ("Deer VIII LP"), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd. and Deer VIII LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

4. The Series B Preferred Stock is convertible into the issuer's Class B Common Stock on a 50-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. As of the date hereof, BVP VIII Inst and BVP VIII own 191,184 shares and 158,969 shares, respectively, of Series B Preferred Stock.

5. The Series C Preferred Stock is convertible into the issuer's Class B Common Stock on a five-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. As of the date hereof, BVP VIII Inst and BVP VIII own 396,139 shares and 329,389 shares, respectively, of Series C Preferred Stock.

6. The Series D Preferred Stock is convertible into the issuer's Class B Common Stock on a one-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. As of the date hereof, BVP VIII Inst and BVP VIII own 204,849 shares and 170,332 shares, respectively, of Series D Preferred Stock.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Benjamin C. Singer, as attorney-in-fact for Robert P. Goodman	06/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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