Sec Form 4 Filing - First Round Capital IV, L.P. @ Blue Apron Holdings, Inc. - 2017-11-13

Insider filing report for Changes in Beneficial Ownership
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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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
First Round Capital IV, L.P.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4040 LOCUST STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2017
(Street)
PHILADELPHIA, PA19104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/13/2017 S 58,138 D $ 3.0897 ( 1 ) 1,489,173 I See Footnote ( 2 )
Class A Common Stock 11/13/2017 S 1,015 D $ 3.0897 ( 1 ) 26,010 I See Footnote ( 3 )
Class A Common Stock 11/14/2017 S 50,448 D $ 3.0425 ( 4 ) 1,438,725 I See Footnote ( 2 )
Class A Common Stock 11/14/2017 S 881 D $ 3.0425 ( 4 ) 25,129 I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
First Round Capital IV, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
First Round Capital IV Partners Fund, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
First Round Capital Management IV, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
First Round Capital Management IV, LLC
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Barnes Phineas
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Fralic Christopher
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Hayes Robert
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Kopelman Joshua
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Trenchard William
4040 LOCUST STREET
PHILADELPHIA, PA19104
X
Signatures
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV Partners Fund, L.P. 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman 11/15/2017
Signature of Reporting Person Date
/s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard 11/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.06 to $3.16, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.
( 2 )The reported shares are directly owned by First Round Capital IV, L.P. ("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, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV LP except to the extent of any pecuniary interest therein.
( 3 )The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. ("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, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV Partners LP except to the extent of any pecuniary interest therein.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.02 to $3.07, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.

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