SEC FORM 3

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^*

First Round Capital IV, L.P.

(Last)

(First)

(Middle)

100 FOUR FALLS CORPORATE CENTER

SUITE 104

(Street)

WEST CONSHOHOCKEN

19428

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	9,795,071	⁽¹⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	171,079	⁽¹⁾	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	4,301,765	⁽⁵⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	75,135	⁽⁵⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	1,603,615	⁽⁶⁾	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	28,010	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	7,375	⁽⁷⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	129	⁽⁷⁾	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

First Round Capital IV, L.P.

(Last)

(First)

(Middle)

100 FOUR FALLS CORPORATE CENTER

SUITE 104

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

First Round Capital Management IV, LLC

(Last)

(First)

(Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

First Round Capital IV Partners Fund, L.P.

(Last)

(First)

(Middle)

100 FOUR FALLS CORPORATE CENTER

SUITE 104

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Barnes Phineas

(Last)

(First)

(Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fralic Christopher

(Last)

(First)

(Middle)

100 UNION SQUARE DRIVE

(Street)

NEW HOPE

18938

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hayes Robert

(Last)

(First)

(Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kopelman Joshua

(Last)

(First)

(Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trenchard William

(Last)

(First)

(Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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.

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 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P.	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P.	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman	06/28/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard	06/28/2017
	** 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 5 (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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