0001104659-21-039439.txt : 20210322 0001104659-21-039439.hdr.sgml : 20210322 20210322085508 ACCESSION NUMBER: 0001104659-21-039439 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210311 FILED AS OF DATE: 20210322 DATE AS OF CHANGE: 20210322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simpson Danielle CENTRAL INDEX KEY: 0001851524 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 21760065 MAIL ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 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: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 3 1 tm2110285-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-03-11 0 0001701114 Blue Apron Holdings, Inc. APRN 0001851524 Simpson Danielle C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK NY 10005 0 1 0 0 Chief Marketing Officer Class A Common Stock 6586 D Restricted Stock Units Class A Common Stock 17150 D Restricted Stock Units Class A Common Stock 2501 D Restricted Stock Units Class A Common Stock 2503 D Restricted Stock Units Class A Common Stock 2501 D Restricted Stock Units Class A Common Stock 2501 D Performance Stock Units Class A Common Stock 43000 D Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. On November 25, 2019, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 17,150 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through November 25, 2023. On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25 and February 25) through February 25, 2024. On May 25, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 2,503 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25 and May 25) through February 25, 2024. On August 25, 2020, the reporting person was granted RSUs, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25 and August 25) through February 25, 2024. On December 2, 2020, the reporting person was granted RSUs, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2024. Each performance stock unit ("PSU") represents a right to receive one share of Class A Common Stock. On March 1, 2021, the reporting person was granted 43,000 PSUs. Vesting of 50%, 25% and 25% of the PSUs is subject to the issuer's Class A Common Stock achieving certain minimum unweighted closing prices per share averaged over a 30 consecutive trading day period prior to February 25, 2024. PSUs that meet the stock price targets referred to in the prior sentence will vest (i) 50% on the later to occur of (A) the date a stock price target is met and (B) February 25, 2022 and (ii) 50% on February 25, 2024. Any PSUs that have not achieved the performance targets by February 25, 2024 shall expire and have no further force or effect. Exhibit Index: 24.1 Power of Attorney /s/ Meredith Deutsch, as attorney-in-fact for Danielle Simpson 2021-03-22 EX-24.1 2 tm2110285d1_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Linda F. Kozlowski and Meredith L. Deutsch, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1)        execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Blue Apron Holdings, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

(2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID, Update Passphrase, or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

(3)        seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(4)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of 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 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 such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or 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 such attorney-in-fact’s 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 the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

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 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 foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 11, 2021.

	/s/ Danielle Simpson
	Danielle Simpson