<SEC-DOCUMENT>0000315066-18-002414.txt : 20181009
<SEC-HEADER>0000315066-18-002414.hdr.sgml : 20181009
<ACCEPTANCE-DATETIME>20181009161127
ACCESSION NUMBER: 0000315066-18-002414
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20181009
DATE AS OF CHANGE: 20181009
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-90031
FILM NUMBER: 181113775
BUSINESS ADDRESS:
STREET 1: 40 WEST 23RD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10010
BUSINESS PHONE: 347-719-4312
MAIL ADDRESS:
STREET 1: 40 WEST 23RD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10010
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 043532603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>20181010_7170800113GFMR55246.txt
<DESCRIPTION>FMR LLC SCHEDULE 13G
<TEXT>
SCHEDULE 13G
Amendment No. 5
BLUE APRON HOLDINGS INC
CLASS A COMMON STOCK
Cusip #09523Q101
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #09523Q101
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 409,000
Item 6: 0
Item 7: 1,994,573
Item 8: 0
Item 9: 1,994,573
Item 11: 3.205%
Item 12: HC
Cusip #09523Q101
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,994,573
Item 8: 0
Item 9: 1,994,573
Item 11: 3.205%
Item 12: IN
Item 1(a). Name of Issuer:
BLUE APRON HOLDINGS INC
Item 1(b). Address of Issuer's Principal Executive Offices:
40 WEST 23RD STREET
New York, NY 10010
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
CLASS A COMMON STOCK
Item 2(e). CUSIP Number:
09523Q101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
and the person filing, FMR LLC, is a parent holding company in accordance with
Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,994,573
(b) Percent of Class: 3.205%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 409,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of : 1,994,573
(iv) shared power to dispose or to direct the disposition of : 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
One or more other persons are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC. No one other person's
interest in the CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC is more than
five percent of the total outstanding CLASS A COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
October 9, 2018
Date
/s/ Kevin M. Meagher
Signature
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the following table
lists the identity and Item 3 classification, if applicable, of each relevant
entity that beneficially owns shares of the security class being reported on
this Schedule 13G.
Entity ITEM 3 Classification
FMR CO., INC IA
Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer
of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are the
predominant owners, directly or through trusts, of Series B voting common
shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders' voting agreement, members of the Johnson family
may be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC.
Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct
the voting of the shares owned directly by the various investment companies
registered under the Investment Company Act ("Fidelity Funds") advised by
Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary
of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees.
Fidelity Management & Research Company carries out the voting of the shares
under written guidelines established by the Fidelity Funds' Boards of
Trustees.
This filing reflects the securities beneficially owned, or that may be deemed
to be beneficially owned, by FMR LLC, certain of its subsidiaries and
affiliates, and other companies (collectively, the "FMR Reporters"). This
filing does not reflect securities, if any, beneficially owned by certain
other companies whose beneficial ownership of securities is disaggregated from
that of the FMR Reporters in accordance with Securities and Exchange
Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on October 9, 2018, agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC at
September 28, 2018.
FMR LLC
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Abigail P. Johnson
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 30, 2018, by
and on behalf of Abigail P. Johnson
Exhibit List
Exhibit 24 - Powers of Attorney
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>POAFMRLLC09302018.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
Exhibit 24
POWER OF ATTORNEY
Effective September 28, 2018, the undersigned does hereby appoint Kevin M.
Meagher, with full power of substitution, as the true and lawful attorney of
the undersigned, with full power and authority to execute such documents and to
make such regulatory or other filings and amendments thereto as shall from time
to time be required pursuant to the Securities Exchange Act of 1934, as amended,
any rules or regulations adopted thereunder, and such other U.S. and non-U.S.
laws, rules or regulations as shall from time to time be applicable in respect
of the beneficial ownership of securities directly or indirectly attributable
to the undersigned and its direct and indirect subsidiaries, and generally to
do all such things in the name and on behalf of the undersigned in connection
therewith as said attorney-in-fact deems necessary or appropriate to cause such
filings to be completed and filed.
This Power of Attorney shall remain in full force and effect only
for such time as Kevin M. Meagher shall continue to be an officer of Fidelity
Management & Research Company, provided that, notwithstanding the foregoing,
this Power of Attorney may be revoked at any time by the undersigned in
writing.
This Power of Attorney has been executed as of the 28th day of
September, 2018.
FMR LLC
By /s/ Michael Kearney
Michael Kearney
Treasurer
POWER OF ATTORNEY
Effective as of the date hereof, the undersigned does hereby appoint Kevin M.
Meagher, with full power of substitution, as the true and lawful attorney of
the undersigned, with full power and authority to execute such documents and
to make such regulatory or other filings and amendments thereto as shall from
time to time be required pursuant to the Securities Exchange Act of 1934, as
amended, any rules or regulations adopted thereunder, and such other U.S. and
non-U.S. laws, rules or regulations as shall from time to time be applicable
in respect of the beneficial ownership of securities directly or indirectly
attributable to the undersigned. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect only for such
time as Kevin M. Meagher shall continue to be an officer of Fidelity Management
& Research Company, provided that, notwithstanding the foregoing, this Power of
Attorney may be revoked at any time by the undersigned in writing.
This Power of Attorney has been executed as of September 30, 2018.
By /s/ Abigail P. Johson
Abigail P. Johnson
Dated: September 30, 2018
POWER OF ATTORNEY
I, the undersigned President of the Fidelity Equity and High Income Funds
(the "Funds") for which Fidelity Management & Research Company, FMR Co., Inc.
or Fidelity SelectCo, LLC serves as investment adviser, hereby constitute and
appoint Kevin M. Meagher, with full power of substitution, as my true and
lawful attorney-in-fact, with full power to sign for me and in my name in
the appropriate capacities, to notify companies and to sign such notices or
filings or amendments thereto (the "Filings"), in respect of interest in shares
held, directly or beneficially, by the Funds or by companies, and their direct
or indirect subsidiaries, of which the Funds are principal shareholders,
pursuant to Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities
Exchange Act of 1934, as amended, and Rule 16a-1(a) thereunder, as well as the
Companies Act (U.K.) 1985, as amended, and such other U.S. and non-U.S. laws
and regulations, including but not limited to Canadian laws and regulations,
as shall from time to time be applicable to the Funds, and generally to
do all such things in my name and behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate to cause such Filings to be
completed and filed.
The Power of Attorney shall remain in full force and effect only for such
time as Kevin M. Meagher shall continue to be an officer of Fidelity Management
& Research Company, provided that, notwithstanding the foregoing, this Power of
Attorney may be revoked at any time by the undersigned in writing.
By /s/ Stacie Smith
Stacie Smith
President
Dated: September 20, 2018
POWER OF ATTORNEY
I, the undersigned President of the Fidelity Fixed Income and Asset Allocation
Funds (the "Funds") for which Fidelity Management & Research Company,
FMR Co., Inc. or Fidelity Investments Money Management, Inc. serves as
investment adviser, hereby constitute and appoint Kevin M. Meagher, with full
power of substitution, as the true and lawful attorney-in-fact, with full power
to sign for me and in my name in the appropriate capacities, to notify
companies and to sign such notices or filings or amendments thereto
(the "Filings"), in respect of interest in shares held, directly or
beneficially, by the Funds or by companies, and their direct or indirect
subsidiaries, of which the Funds are principal shareholders, pursuant to
Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities Exchange Act of
1934, as amended, and Rule 16a-1(a) thereunder, as well as the Companies Act
(U.K.) 1985, as amended, and such other U.S. and non-U.S. laws and regulations,
including but not limited to Canadian laws and regulations as shall from time
to time be applicable to the Funds, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such Filings to be completed and filed.
The Power of Attorney shall remain in full force and effect only for such
time as Kevin M. Meagher shall continue to be an officer of Fidelity Management
& Research Company, provided that, notwithstanding the foregoing, this Power of
Attorney may be revoked at any time by the undersigned in writing.
By /s/ Laura Del Prato
Laura Del Prato
President
Dated: September 24, 2018
POWER OF ATTORNEY
I, the undersigned Secretary of the funds (the "Funds") for which Strategic
Advisers LLC serves as investment adviser, hereby constitute and appoint Kevin
M. Meagher, with full power of substitution, as the true and lawful
attorney-in-fact, with full power to sign for me and in my name in the
appropriate capacities, to notify companies and to sign such notices or filings
or amendments thereto (the "Filings"), in respect of interest in shares held,
directly or beneficially, by the Funds or by companies, and their direct or
indirect subsidiaries, of which the Funds are principal shareholders, pursuant
to Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities Exchange Act
of 1934, as amended, and Rule 16a-1(a) thereunder, as well as the Companies Act
(U.K.) 1985, as amended, and such other U.S. and non-U.S. laws and regulations,
including but not limited to Canadian laws and regulations, as shall from time
to time be applicable to the Funds, and generally to do all such things in my
name and behalf in connection therewith as said attorney-in-fact deems
necessary or appropriate to cause such Filings to be completed and filed.
The Power of Attorney shall remain in full force and effect only for such
time as Kevin M. Meagher shall continue to be an officer of Fidelity Management
& Research Company, provided that, notwithstanding the foregoing, this Power of
Attorney may be revoked at any time by the undersigned in writing.
By /s/ John Hitt
John Hitt
Secretary
Dated: September 17, 2018
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>