SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

214,293

SHARED VOTING POWER

8,700,056 (1)(2)

SOLE DISPOSITIVE POWER

214,293

SHARED DISPOSITIVE POWER

27,409,755

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Blue Apron Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09523Q 200

(CUSIP Number)

Joseph N. Sanberg

528 Palisades Dr. #545

Pacific Palisades, CA 90272

(310) 648-2102

with a copy to

Alison S. Ressler

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6630

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 7, 2022

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D/A
CUSIP No. 09523Q 200		Page 2 of 12


1		NAMES OF REPORTING PERSONS Joseph N. Sanberg
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


		Page 3 of 12

(1)

As of the date hereof (after giving effect to the transactions described in Item 4 below), Mr. Sanberg (i) directly owns 214,293 shares of Class A Common Stock and (ii) beneficially owns (A) 6,719,926 shares of Class A Common Stock held by RJB Partners LLC (of which Mr. Sanberg is managing member), (B) 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners LLC (notwithstanding that the warrants are only entitled to voting rights upon exercise), (C) 1,666,666 shares of Class A Common Stock purchased by Long Live Bruce, LLC (of which Mr. Sanberg is managing member) in connection with the closing of the initial acquisition of shares of Class A Common Stock contemplated by the April 2022 Purchase Agreement, (D) 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce, LLC in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments (as defined below) and (E) 1,250 shares of Class A Common Stock held by Aspiration Growth Opportunities II GP, LLC (of which Mr. Sanberg is managing member).

(2)

Reflects the voting caps in the Purchase Agreements, which require RJB Partners LLC and its affiliates under common control (including Long Live Bruce, LLC, Remember Bruce, LLC and Aspiration Growth Opportunities II GP, LLC) to vote all shares in excess of 19.9% of the Company’s outstanding voting securities in proportion with the Company’s other stockholders. As a result of the holdings described in footnote (1) above, if the voting caps were not in place, Mr. Sanberg would be deemed for the purposes of this Amendment No. 4 to have shared voting power of 27,623,755 shares notwithstanding that the warrants are only entitled to voting rights upon exercise.

(3)

Denominator is based on (i) 34,795,727 shares of Class A Common Stock outstanding as of June 30, 2022, as reported by Blue Apron Holdings, Inc., a Delaware corporation (the “Company”) in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 8, 2022, plus (ii) 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce, LLC on September 30, 2022 (or such other earlier date as mutually agreed by the Company and RJB Partners) in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments, plus (iii) 9,021,620 shares of Class A Common Stock issuable upon exercise of the warrants held by RJB Partners LLC.


CUSIP No. 09523Q 200		Page 4 of 12


1		NAMES OF REPORTING PERSONS RJB Partners LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


		Page 5 of 12

(1)

As of the date hereof (after giving effect to the transactions described in Item 4 below), RJB Partners LLC (i) directly owns 6,719,926 shares of Class A Common Stock and (ii) beneficially owns 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners LLC (notwithstanding that the warrants are only entitled to voting rights upon exercise).

(2)

Power is shared with its managing member, Joseph N. Sanberg. Reflects the voting caps in the Purchase Agreements, which require RJB Partners LLC and its affiliates under common control (including Long Live Bruce, LLC, Remember Bruce, LLC and Aspiration Growth Opportunities II GP, LLC) to vote all shares in excess of 19.9% of the Company’s outstanding voting securities in proportion with the Company’s other stockholders. If the voting caps were not in place, RJB Partners LLC would be deemed for the purposes of this Amendment No. 4 to have shared voting power of 15,741,546 shares notwithstanding that the warrants are only entitled to voting rights upon exercise.

(3)

Denominator is based on (i) 34,795,727 shares of Class A Common Stock outstanding as of June 30, 2022, as reported by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 8, 2022, plus (ii) 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce, LLC on September 30, 2022 (or such other earlier date as mutually agreed by the Company and RJB Partners) in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments, plus (iii) 9,021,620 shares of Class A Common Stock issuable upon exercise of the warrants held by RJB Partners LLC.


CUSIP No. 09523Q 200		Page 6 of 12


1		NAMES OF REPORTING PERSONS Long Live Bruce, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Power is shared with its managing member, Joseph N. Sanberg. As of the date hereof (after giving effect to the transactions described in Item 4 below), Long Live Bruce, LLC owns 1,666,666 shares of Class A Common Stock.

(2)


CUSIP No. 09523Q 200		Page 7 of 12


1		NAMES OF REPORTING PERSONS Remember Bruce, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Power is shared with its managing member, Joseph N. Sanberg. As of the date hereof (after giving effect to the transactions described in Item 4 below), Remember Bruce, LLC owns 10,000,000 shares of Class A Common Stock.

(2)


CUSIP No. 09523Q 200		Page 8 of 12


1		NAMES OF REPORTING PERSONS Aspiration Growth Opportunities II GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Power is shared with its managing member, Joseph N. Sanberg. As of the date hereof (after giving effect to the transactions described in Item 4 below), Aspiration Growth Opportunities II GP, LLC owns 1,250 shares of Class A Common Stock.

(2)


		Page 9 of 12

Introductory Note

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and amends the Schedule 13D filed on November 15, 2021 (the “Initial Filing”) as amended by Amendment No. 1 filed on February 14, 2022, that Amendment No. 2 filed on May 2, 2022 and that Amendment No. 3 filed on August 9, 2022 (together with the Initial Filing, the “Original 13D” and together with this Amendment No. 4, the “13D”). Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to such terms in the Original 13D.

This Amendment No. 4 is being jointly filed by Joseph N. Sanberg, RJB Partners LLC (“RJB Partners”), Long Live Bruce, LLC (“Long Live Bruce”), Remember Bruce, LLC (“Remember Bruce”) and Aspiration Growth Opportunities II GP, LLC (“AGO II”, and together with Mr. Sanberg, RJB Partners, Long Live Bruce and Remember Bruce, the “Reporting Persons”) in connection with the matters described in Item 4 hereof.

Item 2. Identity and Background.

(a)–(c): This 13D is being jointly filed by the Reporting Persons. Any disclosures herein with respect to any Reporting Person are made only by such Reporting Person.

The principal residence of Mr. Sanberg is 528 Palisades Drive #525, Pacific Palisades, California 90272. The principal business address of each of RJB Partners, Long Live Bruce, Remember Bruce and AGO II is 528 Palisades Drive #525, Pacific Palisades, California 90272. Mr. Sanberg’s present principal occupation is being an entrepreneur.

Mr. Sanberg is the managing member of RJB Partners, Long Live Bruce, Remember Bruce and AGO II. RJB Partners is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of (i) investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family and (ii) providing business consulting services. Long Live Bruce is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family. Remember Bruce is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family. AGO II is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family.

(d) and (e): During the last five years, none of the Reporting Persons has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Sanberg is a citizen of the United States of America. RJB Partners, Long Live Bruce, Remember Bruce and AGO II are Delaware limited liability companies.

Item 3. Source and Amount of Funds or Other Consideration.

On September 7, 2022, RJB Partners and the Company entered into a second amendment to the April 2022 Purchase Agreement (the “Second April Purchase Agreement Amendment” and together with the April Purchase Agreement Amendment, the “April Purchase Agreement Amendments”), pursuant to which RJB Partners and the Company mutually agreed to (i) extend the closing of the Subsequent PIPE to September 30, 2022 (or such other earlier date as mutually agreed between the Company and RJB Partners) and (ii) increase the price per share of the Subsequent PIPE Shares to be acquired by RJB Partners pursuant to the April 2022 Purchase Agreement (as amended by the April Purchase Agreement Amendments) from $5.00 to $5.65.

In addition, on September 7, 2022, RJB Partners assigned its rights to acquire the Subsequent PIPE Shares to Remember Bruce and Remember Bruce assumed all of RJB Partners’ obligations in respect of the Subsequent PIPE Shares, including the payment of the purchase price thereof, under the April 2022 Purchase Agreement (as amended by the April Purchase Agreement Amendments).

The purchase price to be paid by Remember Bruce for the Subsequent PIPE Shares will be funded with general funds available to the applicable Reporting Persons.

Item 4. Purpose of Transaction.

Second April Purchase Agreement Amendment

The description of the transaction in Item 3 above is incorporated by reference herein.

The foregoing description is qualified in its entirety by the full text of the Second April Purchase Agreement Amendment, which is attached as Exhibit A to this Amendment No. 4 and is incorporated by reference herein.


		Page 10 of 12

Mr. Sanberg has developed a relationship with certain officers and directors of the Company and engages in discussions from time to time with the Company regarding recent developments and various other matters. Such matters include, among other things, the Company’s business, strategy, management, governance, operations, prospects and potential transactions.

The Reporting Persons acquired their interest in the Company for investment purposes and review their investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the nature and outcome of the discussions referred to above, the contractual restrictions in the Purchase Agreements (including the standstills therein), the Company’s financial position, results of operations, price levels of the Class A Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take or propose to take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, acquiring additional shares of Class A Common Stock (or other securities of or interests in the Company) and/or the entirety of the Company or disposing of all or a portion of the shares of Class A Common Stock (or other securities of or interests in the Company) beneficially owned by them in the public markets, in privately negotiated transactions or otherwise, and potentially entering into derivative or other transactions that increase or decrease the Reporting Persons’ economic interest in or control over the Company.

Item 5. Interest in Securities of the Issuer.

(a) The information set forth on rows 11 and 13 (and related footnotes) of each of the cover pages of this Amendment No. 4 and the description of the voting agreements set forth in Item 4 are incorporated herein by reference.

As a result of the holding described below, the Reporting Persons may be deemed to beneficially own, in the aggregate, 27,623,755 shares of Class A Common Stock, representing approximately 51.33% of the Company’s outstanding shares of Class A Common Stock (based on (i) 34,795,727 shares of Class A Common Stock outstanding as of June 30, 2022, as reported by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 8, 2022, plus (ii) 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce on September 30, 2022 (or such other earlier date as mutually agreed by RJB Partners and the Company) in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments, plus (iii) 9,021,620 shares of Class A Common Stock issuable upon exercise of the warrants held by RJB Partners).

(b) The information set forth in rows 7 through 10 (and related footnotes) of each of the cover pages of this Amendment No. 4 and the description of the voting agreements set forth in Item 4 are incorporated herein by reference.

As of the date hereof (after giving effect to the transactions described in Item 4 above), Mr. Sanberg (i) directly owns 214,293 shares of Class A Common Stock and (ii) beneficially owns (A) 6,719,926 shares of Class A Common Stock held by RJB Partners, (B) 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners (notwithstanding that the warrants are only entitled to voting rights upon exercise), (C) 1,666,666 shares of Class A Common Stock purchased by Long Live Bruce in connection with the closing of the initial acquisition of shares of Class A Common Stock pursuant to the April 2022 Purchase Agreement, (D) 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments and (E) 1,250 shares of Class A Common Stock held by AGO II.

As of the date hereof (after giving effect to the transactions described in Item 4 above), RJB Partners (i) directly owns 6,719,926 shares of Class A Common Stock and (ii) beneficially owns 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners (notwithstanding that the warrants are only entitled to voting rights upon exercise).

As of the date hereof (after giving effect to the transactions described in Item 4 above), Remember Bruce beneficially owns 10,000,000 shares of Class A Common Stock to be issued to Remember Bruce in connection with the closing of the acquisition of shares of Class A Common Stock pursuant to the April Purchase Agreement Amendments.

Voting and dispositive power of the shares and warrants, as applicable, held by RJB Partners, Long Live Bruce, Remember Bruce and AGO II are deemed shared with Mr. Sanberg as the managing member thereof.

(c) Except as set forth in Item 4 above, none of the Reporting Persons has effected any transactions in the shares of Class A Common Stock in the past 60 days.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer

The descriptions of the contracts and arrangements with respect to the securities of the Company set forth in Item 3 and Item 4 are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.


Exhibit A:		Amendment No. 2 to Purchase Agreement, dated as of September 7, 2022, by and between Blue Apron Holdings, Inc. and RJB Partners LLC.


		Page 11 of 12

SIGNATURES

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.


Dated: September 7, 2022		Joseph N. Sanberg

	By:	/S/ Joseph N. Sanberg
		Name: Joseph N. Sanberg

Dated: September 7, 2022		RJB Partners LLC

	By:	/S/ Joseph N. Sanberg
		Name: Joseph N. Sanberg
		Title: Managing Member

Dated: September 7, 2022		Long Live Bruce, LLC

	By:	/S/ Joseph N. Sanberg
		Name: Joseph N. Sanberg
		Title: Managing Member

Dated: September 7, 2022		Remember Bruce, LLC

	By:	/S/ Joseph N. Sanberg
		Name: Joseph N. Sanberg
		Title: Managing Member

Dated: September 7, 2022		Aspiration Growth Opportunities II GP, LLC

	By:	/S/ Joseph N. Sanberg
		Name: Joseph N. Sanberg
		Title: Managing Member


		Page 12 of 12

EXHIBIT INDEX


Exhibit		Document Description

A:		Amendment No. 2 to Purchase Agreement, dated as of September 7, 2022, by and between Blue Apron Holdings, Inc. and RJB Partners LLC.