0000899243-17-017481.txt : 20170628 0000899243-17-017481.hdr.sgml : 20170628 20170628214511 ACCESSION NUMBER: 0000899243-17-017481 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170628 FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Apron Holdings, Inc. CENTRAL INDEX KEY: 0001701114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 814777373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deer VIII & Co. Ltd. CENTRAL INDEX KEY: 0001559311 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936650 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deer VIII & Co. L.P. CENTRAL INDEX KEY: 0001559306 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936651 BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VIII Institutional L.P. CENTRAL INDEX KEY: 0001508902 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936652 BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 01538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 01538 FORMER NAME: FORMER CONFORMED NAME: 1865G L.P. DATE OF NAME CHANGE: 20101228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bessemer Venture Partners VIII L.P. CENTRAL INDEX KEY: 0001508900 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936653 BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 01538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 01538 FORMER NAME: FORMER CONFORMED NAME: 1865B L.P. DATE OF NAME CHANGE: 20101228 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. NYSE:APRN 0001508900 Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508902 Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559306 Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559311 Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE LARCHMON NY 10538 0 0 1 0 Series A Preferred Stock Class B Common Stock 14777300 I See footnotes Series B Preferred Stock Class B Common Stock 17507650 I See footnotes Series C Preferred Stock Class B Common Stock 3627640 I See footnotes Series D Preferred Stock Class B Common Stock 375181 I See footnotes The Series A Preferred Stock is convertible into Class B Common Stock on a 50:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. 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. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis and at the holder's election 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. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. The Series B Preferred Stock is convertible into Class B Common Stock on a 50:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. 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. The Series C Preferred Stock is convertible into Class B Common Stock on a 5:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. 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. The Series D Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. 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. /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd 2017-06-28