0001104659-17-042227.txt : 20170628 0001104659-17-042227.hdr.sgml : 20170628 20170628211438 ACCESSION NUMBER: 0001104659-17-042227 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 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: Trenchard William CENTRAL INDEX KEY: 0001710102 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936622 MAIL ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kopelman Joshua CENTRAL INDEX KEY: 0001512421 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936623 MAIL ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hayes Robert CENTRAL INDEX KEY: 0001710113 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936624 MAIL ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fralic Christopher CENTRAL INDEX KEY: 0001701579 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936625 MAIL ADDRESS: STREET 1: 100 UNION SQUARE DRIVE CITY: NEW HOPE STATE: PA ZIP: 18938 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barnes Phineas CENTRAL INDEX KEY: 0001710157 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936626 MAIL ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Round Capital IV Partners Fund, L.P. CENTRAL INDEX KEY: 0001547073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936627 BUSINESS ADDRESS: STREET 1: 100 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 104 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 610-834-1461 MAIL ADDRESS: STREET 1: 100 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 104 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Round Capital Management IV, LLC CENTRAL INDEX KEY: 0001710037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936628 BUSINESS ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: (610) 834-1461 MAIL ADDRESS: STREET 1: 4040 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Round Capital IV, L.P. CENTRAL INDEX KEY: 0001547069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936629 BUSINESS ADDRESS: STREET 1: 100 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 104 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 610-834-1461 MAIL ADDRESS: STREET 1: 100 FOUR FALLS CORPORATE CENTER STREET 2: SUITE 104 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 3 1 a3.xml 3 X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. APRN 0001547069 First Round Capital IV, L.P. 100 FOUR FALLS CORPORATE CENTER SUITE 104 WEST CONSHOHOCKEN PA 19428 0 0 1 0 0001710037 First Round Capital Management IV, LLC 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001547073 First Round Capital IV Partners Fund, L.P. 100 FOUR FALLS CORPORATE CENTER SUITE 104 WEST CONSHOHOCKEN PA 19428 0 0 1 0 0001710157 Barnes Phineas 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001701579 Fralic Christopher 100 UNION SQUARE DRIVE NEW HOPE PA 18938 0 0 1 0 0001710113 Hayes Robert 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001512421 Kopelman Joshua 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710102 Trenchard William 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 Series A Preferred Stock Class B Common Stock 9795071 I See Footnote Series A Preferred Stock Class B Common Stock 171079 I See Footnote Series B Preferred Stock Class B Common Stock 4301765 I See Footnote Series B Preferred Stock Class B Common Stock 75135 I See Footnote Series C Preferred Stock Class B Common Stock 1603615 I See Footnote Series C Preferred Stock Class B Common Stock 28010 I See Footnote Series D Preferred Stock Class B Common Stock 7375 I See Footnote Series D Preferred Stock Class B Common Stock 129 I See Footnote 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. 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. The reported shares are directly owned by First Round Capital IV, LP. ("FRC IV LP"). First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held FRC IV LP except to the extent of any pecuniary interest therein. The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. First Round Capital Management IV, L.P. the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held FRC IV LP except to the extent of any pecuniary interest therein. 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. 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. 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. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard 2017-06-28 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints JEFFREY DONNON his or its true and lawful attorney-in-fact (the “Attorney-in-Fact”) to:

 

(1)           execute for and on behalf of each undersigned (a “Reporting Person”) any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (collectively, the “Reports”) with respect to each Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”);

 

(2)           do and perform any and all acts for and on behalf of each Reporting Person which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13G/D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.  Each Reporting Person acknowledges that the Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not hereby assuming any of the undersigned’s responsibilities to comply with state or federal securities laws.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 20th day of June, 2017.

 

 

FIRST ROUND CAPITAL MANAGEMENT IV, LLC

 

FIRST ROUND CAPITAL IV, LP.

 

 

 

 

 

By: FIRST ROUND CAPITAL MANAGEMENT IV, L.P.,

 

 

Its: General Partner

By:

/s/ Joshua Kopelman

 

 

 

Name:

Joshua Kopelman

 

By: FIRST ROUND CAPITAL MANAGEMENT IV, LLC,

 

Title:

Managing Member

 

Its: General Partner

 

 

 

 

 

By:

/s/ Joshua Kopelman

 

 

 

Name:

Joshua Kopelman

 

 

 

Title:

Managing Member

 

 

 

 

 

FIRST ROUND CAPITAL MANAGEMENT IV, L.P.

 

FIRST ROUND CAPITAL IV PARTNERS FUND, LP.

 

 

 

By: FIRST ROUND CAPITAL MANAGEMENT IV, LLC,

 

By: FIRST ROUND CAPITAL MANAGEMENT IV, L.P.,

 

 

Its: General Partner

Its: General Partner

 

 

 

 

By: FIRST ROUND CAPITAL MANAGEMENT IV, LLC,

 


 

 

 

Its: General Partner

By:

/s/ Joshua Kopelman

 

 

 

Name:

Joshua Kopelman

 

By:

/s/ Joshua Kopelman

 

Title:

Managing Member

 

 

 

Name:

Joshua Kopelman

 

 

 

 

 

Title:

Managing Member

 

 

 

 

FRC PARTNERSHIP IV, L.P.

 

FRC PARTNERSHIP IV, LLC

 

 

 

By: FRC Partnership IV, LLC,

 

 

Its: General Partner

 

By:

/s/ Joshua Kopelman

 

 

 

Name:

Joshua Kopelman

By:

/s/ Joshua Kopelman

 

 

Title:

Managing Member

 

Name:

Joshua Kopelman

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

/s/ Joshua Kopelman

 

/s/ Phineas Barnes

Joshua Kopelman

 

Phineas Barnes

 

 

 

/s/ Christopher Fralic

 

/s/ Robert Hayes

Christopher Fralic

 

Robert Hayes

 

 

 

/s/ William Trenchard

 

 

William Trenchard