Blue Apron Holdings Inc.

12/07/2021 | Press release | Distributed by Public on 12/07/2021 20:41

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
1. Name and Address of Reporting Person *
Salzberg Matthew B
2. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [APRN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COVINGTON & BURLING LLP , ONE CITYCENTER 850 TENTH STREET, NW
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
WASHINGTON DC 20001
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Salzberg Matthew B
C/O COVINGTON & BURLING LLP
ONE CITYCENTER 850 TENTH STREET, NW
WASHINGTON, DC20001
X

Signatures

/s/ Matthew B. Salzberg 2021-12-07
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.26 to $12.24, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) Represents shares held of record by MS 2018 Trust I, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust I except to the extent of any pecuniary interest therein.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.26 to $12.24, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) Represents shares held of record by MS 2018 Trust II, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust II except to the extent of any pecuniary interest therein.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.9902, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.575, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.9902, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.575, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.01 to $12.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(10) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.01 to $12.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(11) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.01 to $12.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(12) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.01 to $12.68, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(13) Represents shares held of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement (the "2014 Annuity Trust"), for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by the 2014 Annuity Trust except to the extent of any pecuniary interest therein.
(14) Represents shares held of record by The Matthew Salzberg Family 2014 Trust (the "2014 Family Trust"), for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of shares owned by the 2014 Family Trust except to the extent of any pecuniary interest therein.
(15) Represents the shares held of record by Aspiration Growth Opportunities II GP, LLC, with respect to which the reporting person has shared investment and voting power. The reporting person disclaims beneficial ownership of shares owned by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.