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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/12/2018 | C | 5,460,785 | A | $0.00 | 8,191,177 | D(1) | |||
Class A Common Stock | 09/12/2018 | C | 95,379 | A | $0.00 | 143,068 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | 09/12/2018 | C | 5,460,785 | (3) | (3) | Class A Common Stock | 5,460,785 | $0.00 | 0 | D(1) | ||||
Class B Common Stock | (3) | 09/12/2018 | C | 95,379 | (3) | (3) | Class A Common Stock | 95,379 | $0.00 | 0 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reported shares are directly owned by FRC IV LP. First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP. Such entities disclaim beneficial ownership over the shares held by FRC IV LP except to the extent of any pecuniary interest therein. |
2. The reported shares are owned directly by FRC IV Partners LP. First Round Capital Management IV, L.P., the general partner of FRC IV Partners LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV Partners LP. Such entities disclaim beneficial ownership over the shares held by FRC IV Partners LP except to the extent of any pecuniary interest therein. |
3. 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. |
Remarks: |
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. | 09/14/2018 | |
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV Partners Fund, L.P. | 09/14/2018 | |
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. | 09/14/2018 | |
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC | 09/14/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |