As filed with the Securities and Exchange Commission on June 29, 2017

Registration No. 333-       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Blue Apron Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	81-4777373
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5 Crosby Street
New York, New York	10013
(Address of Principal Executive Offices)	(Zip Code)

2017 Equity Incentive Plan

Blue Apron Holdings, Inc. 2012 Equity Incentive Plan

(Full title of the plan)

Matthew B. Salzberg
President, Chief Executive Officer and Chairman
Blue Apron Holdings, Inc.
5 Crosby Street
New York, New York 10013

(Name and address of agent for service)

(347) 719-4312

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
		(Do not check if a
		smaller reporting company)	Emerging growth company x

CALCULATION OF REGISTRATION FEE

			Proposed
		Proposed	Maximum
	Amount	Maximum Offering	Aggregate Offering	Amount of
Title of Securities to be Registered	to be Registered (1)	Price Per Share	Price	Registration Fee
Class A Common Stock, $0.0001 par value per share:
—2017 Equity Incentive Plan	25,485,986(2)	$10.00(3)	$254,859,860	$29,539
—2012 Equity Incentive Plan	11,085,363(4)	—(5)	—	—
Class B Common Stock, $0.0001 par value per share:
—2012 Equity Incentive Plan	11,085,363(6)	$7.26(7)	$80,479,736	$9,328
TOTAL:	47,656,712		$335,339,596	$38,867

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the registrant’s Class A Common Stock (“Class A Common Stock”) or Class B Common Stock (“Class B Common Stock”) that may from time to time be offered or issued under the registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) or the registrant’s 2012 Equity Incentive Plan (the “2012 Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Class A Common Stock or Class B Common Stock.
(2)	Shares of Class A Common Stock reserved for issuance under the 2017 Plan consist of (a) 25,000,000 shares of Class A Common Stock reserved for issuance pursuant to future awards under the 2017 Plan plus (b) 485,986 shares of Class A Common Stock, which is equal to the number of shares of Class B Common Stock reserved but not issued or subject to outstanding awards under the 2012 Plan. To the extent that any awards outstanding under the 2012 Plan expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right subsequent to the date of this registration statement, the shares of Class B Common Stock reserved for issuance pursuant to such awards will become available for issuance as shares of Class A Common Stock under the 2017 Plan. See footnote 6 below.
(3)	Estimated in accordance with Rule 457(h) under the Securities Act (“Rule 457(h)”) solely for the purpose of calculating the registration fee on the basis of $10.00 per share, which is the initial public offering price per share of Class A Common Stock set forth on the cover page of the registrant’s prospectus dated June 28, 2017 relating to the registrant’s initial public offering.
(4)	Represents 11,085,363 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock underlying equity awards outstanding under the 2012 Plan as of the date of this registration statement.
(5)	Pursuant to Rule 457(i) under the Securities Act, there is no fee associated with the registration of shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock (a convertible security) being registered under this registration statement because no additional consideration will be received in connection with the conversion of shares of Class B Common Stock.
(6)	Represents 11,085,363 shares of Class B Common Stock reserved for issuance pursuant to awards outstanding under the 2012 Plan as of the date of this registration statement. To the extent that any such awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right subsequent to the date of this registration statement, the shares of Class B Common Stock reserved for issuance pursuant to such awards will become available for issuance as shares of Class A Common Stock under the 2017 Plan. See footnote 2 above.
(7)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $7.26 per share, the weighted-average exercise price of stock option awards outstanding under the 2012 Plan as of June 28, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

(a) The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

(c) The description of the securities contained in the registrant’s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

See the description of the registrant’s Class B Common Stock contained under the caption “Description of Capital Stock” in the registrant’s prospectus filed on June 29, 2017 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-218425).

Item 5. Interests of Named Experts and Counsel.

Not applicable.

2

Item 6. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The registrant’s certificate of incorporation provides that, to the fullest extent permitted by law, no director of the registrant shall be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The registrant’s certificate of incorporation that will be effective upon the closing of its initial public offering provides that the registrant will indemnify each person who was or is a party or threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at the registrant’s request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the registrant’s best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The registrant’s certificate of incorporation that will be effective upon the closing of its initial public offering also provides that the registrant will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of the registrant to procure a judgment in the registrant’s favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at the registrant’s request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the registrant’s best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the registrant, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by the registrant against all expenses (including attorneys’ fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

The registrant has entered into indemnification agreements with all of its directors and executive officers. These indemnification agreements require the registrant, among other things, to indemnify each such director or executive officer for some expenses, including reasonable attorneys’ fees, retainers and court costs incurred by him or her in any action or proceeding arising out of his or her service as one of the registrant’s directors or executive officers.

3

The registrant maintains a general liability insurance policy that covers certain liabilities of the directors and officers of the registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference

Item 9. Undertakings.

1. Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)       To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 29th day of June, 2017.

BLUE APRON HOLDINGS, INC.
By:	/s/ Matthew B. Salzberg
	Matthew B. Salzberg
	President, Chief Executive Officer and Chairman

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Blue Apron Holdings, Inc., hereby severally constitute and appoint Matthew B. Salzberg, Bradley J. Dickerson, and Benjamin C. Singer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Blue Apron Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Matthew B. Salzberg	President, Chief Executive Officer and Chairman	June 29, 2017
Matthew B. Salzberg	(Principal Executive Officer)
/s/ Bradley J. Dickerson	Chief Financial Officer and Treasurer	June 29, 2017
Bradley J. Dickerson	(Principal Accounting and Financial Officer)
/s/ Julie M.B. Bradley	Director	June 29, 2017
Julie M.B. Bradley
/s/ Tracy Britt Cool	Director	June 29, 2017
Tracy Britt Cool
/s/ Kenneth A. Fox	Director	June 29, 2017
Kenneth A. Fox
/s/ Robert P. Goodman	Director	June 29, 2017
Robert P. Goodman
/s/ Gary R. Hirshberg	Director	June 29, 2017
Gary R. Hirshberg
/s/ Brian P. Kelley	Director	June 29, 2017
Brian P. Kelley

5

INDEX TO EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Filing Date	Exhibit Number	Filed Herewith
4.1	Second Amended and Restated Certificate of Incorporation, as amended, of the Registrant	S-1	333-218425	June 1, 2017	3.1
4.2	Second Amended and Restated Bylaws of the Registrant	S-1	333-218425	June 1, 2017	3.2
4.3	Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of its initial public offering)	S-1/A	333-218425	June 19, 2017	3.3
4.4	Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of its initial public offering)	S-1/A	333-218425	June 19, 2017	3.4
4.5	Specimen stock certificate evidencing shares of Class A Common Stock	S-1/A	333-218425	June 19, 2017	4.1
4.6	Specimen stock certificate evidencing shares of Class B Common Stock					X
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP					X
23.1	Consent of Ernst & Young LLP					X
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)					X
24.1	Power of Attorney (included on signature page)					X
99.1	2017 Equity Incentive Plan	S-/1A	333-218425	June 19, 2017	10.7
99.2	Blue Apron Holdings, Inc. 2012 Equity Incentive Plan	S-1/A	333-218425	June 19, 2017	10.3

6