SC 13G/A 1 formsc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Blue Apron Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $ 0.0001 par value

(Title of Class of Securities)

09523Q200

(CUSIP Number)

DPH Holdings Ltd.

Suite 3E-1, Landmark Square, 64 Earth Close

Grand Cayman KY 1-9006

(888) 959-8022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

^*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).

CUSIP No. 09523Q200

13G/A

Page 2 of 5 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DPH Holdings Ltd. 00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

3,538,054

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

3,538,054

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,538,054 (1)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9% (2)
12.	TYPE OF REPORTING PERSON (see instructions) CO

(1)	Does not include approximately 576,449 shares of Class A common stock issuable upon exercise of warrants held by the reporting person. Such warrants require at least 61 days’ notice to the issuer prior to exercise.
(2)	Based on 39,578,600 shares of Class A common stock outstanding as of October 15, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 7, 2022.

CUSIP No. 09523Q200

13G/A

Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer:

Blue Apron Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

28 Liberty Street, New York, NY 10005

Item 2.

	(a)	Name of Person Filing: DPH Holdings Ltd.

	(b)	Address of the Principal Office or, if none, residence: Suite 3E-1, Landmark Square, 64 Earth Close, Grand Cayman KY 1-9006

	(c)	Citizenship
		Cayman Islands

	(d)	Title of Class of Securities Class A Common Stock, $0.0001 par value

	(e)	CUSIP Number 09523Q200

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No. 09523Q200

13G/A

Page 4 of 5 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: 3,538,054 (1)

(b)	Percent of class: 8.9%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 3,538,054

	(ii)	Shared power to vote or to direct the vote: 0

	(iii)	Sole power to dispose or to direct the disposition of: 3,538,054

	(iv)	Shared power to dispose or to direct the disposition of: 0

(1)

Does not include approximately 576,449 shares of Class A common stock issuable upon exercise of warrants held by the reporting person. Such warrants require at least 61 days’ notice to the issuer prior to exercise.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8. Identification and Classification of Members of the Group.

Item 9. Notice of Dissolution of Group.

CUSIP No. 09523Q200

13G/A

Page 5 of 5 Pages

Item 10. Certification.

		The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 10, 2023	DPH HOLDINGS LTD.

	By:	/s/ Dustin Patrick Haliman
	Name:	Dustin Patrick Haliman
	Title:	Corporate Secretary