SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOODMAN ROBERT P

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

5 CROSBY STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾	⁽¹⁾	07/05/2017		C		0		⁽¹⁾	⁽¹⁾	Class A Common Stock	0	$0	0	I	See footnotes⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽³⁾	07/05/2017		C			0	⁽³⁾	⁽³⁾	Class B Common Stock⁽¹⁾	0	$0	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁴⁾	07/05/2017		C			0	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	0	$0	0	I	See footnotes⁽²⁾⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	07/05/2017		C			0	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾	0	$0	0	I	See footnotes⁽²⁾⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	07/05/2017		C			0	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	0	$0	0	I	See footnotes⁽²⁾⁽⁶⁾

Explanation of Responses:

1. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election and has no expiration date. 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 19,813,194 shares and 16,474,577 shares, respectively, of Class B Common Stock.

2. The Reporting Person is a director of Deer VIII & Co. Ltd ("Deer VIII Ltd."), which is the general partner of Deer VIII & Co. L.P. ("Deer VIII LP"), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd. and Deer VIII LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

3. The Series A Preferred Stock converted into Class B Common Stock on a 50-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series A Preferred Stock was convertible 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. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 161,369 shares and 134,177 shares, respectively, of Series A Preferred Stock

4. The Series B Preferred Stock converted into Class B Common Stock on a 50-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series B Preferred Stock was convertible 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. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 191,184 shares and 158,969 shares, respectively, of Series B Preferred Stock.

5. The Series C Preferred Stock converted into Class B Common Stock on a five-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series C Preferred Stock was convertible 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. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 396,139 shares and 329,389 shares, respectively, of Series C Preferred Stock.

6. The Series D Preferred Stock converted into Class B Common Stock on a one-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series C Preferred Stock was convertible 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. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 204,849 shares and 170,332 shares, respectively, of Series D Preferred Stock.

	/s/ Benjamin C. Singer, as attorney-in-fact for Robert P. Goodman	07/07/2017
	** Signature of Reporting Person	Date
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