Sec Form 13G Filing - Parian Global Management LP filing for Blue Apron Holdings Inc. (APRN) - 2020-02-19

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*

Blue Apron Holdings, Inc.
(Name of Issuer)

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

 
09523Q200
 
(CUSIP Number)

December 31, 2019
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 [x]            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 the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
The information required in 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).

1
Names of Reporting Persons.
 
Parian Global Management LP
 
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.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
490,500 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
490,500 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
490,500 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
6.4% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
IA

1
Names of Reporting Persons.
 
CCZG LLC
 
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.
 
Delaware
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
490,500 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
490,500 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
490,500 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
6.4% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
HC

1
Names of Reporting Persons.
 
Zachary C. Miller
 
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.
 
United States
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
6  Shared Voting Power
 
490,500 shares (See Item 4 below)
 
7  Sole Dispositive Power
 
0 shares
 
8  Shared Dispositive Power
 
490,500 shares (See Item 4 below)
 

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
490,500 shares (See Item 4 below)
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
 6.4% (See Item 4 below)
 
12
Type of Reporting Person (See Instructions)
 
HC, IN

SCHEDULE 13G
Item 1
 
 
(a)
Name of Issuer
 
   
Blue Apron Holdings, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
   
28 Liberty Street, New York, New York 10008
 

Item 2
 
 
(a)
Name of Person Filing
 
   
Parian Global Management LP
CCZG LLC
Zachary C. Miller
 
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
   
Parian Global Management LP
CCZG LLC
Zachary C. Miller
c/o Parian Global Management LP
One Grand Central Place
60 E. 42nd St., Suite 850
New York, NY 10165
 
 
 
(c)
Citizenship
 
   
Parian Global Management LP – Delaware
CCZG LLC – Delaware
Zachary C. Miller – United States
 
 
 
(d)
Title of Class of Securities
 
   
Class A Common Stock, par value $0.0001 per share
 
 
(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;
 
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
 
(e)
[x]
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)
[x]
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)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4
Ownership
 
Shares reported herein are beneficially owned by Parian Global Management LP (“Parian”) in its capacity as investment manager to private investment vehicles.  CCZG LLC serves as general partner of Parian, and Mr. Miller is the managing member of CCZG LLC.  Shares reported herein for CCZG LLC and Mr. Miller represent the above referenced shares reported with respect to Parian.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 4(a)
Amount Beneficially Owned
 
Parian Global Management LP – 490,500 shares
CCZG LLC – 490,500 shares
Zachary C. Miller – 490,500 shares
 
Item 4(b)
Percent of Class
 
Parian Global Management LP – 6.4%
CCZG LLC – 6.4%
Zachary C. Miller – 6.4%
 
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
sole power to vote or to direct the vote

 
Parian Global Management LP – 0 shares
CCZG LLC – 0 shares
Zachary C. Miller – 0 shares
 
(ii)
shared power to vote or to direct the vote
 
Parian Global Management LP – 490,500 shares
CCZG LLC – 490,500 shares
Zachary C. Miller – 490,500 shares
 
(iii)
sole power to dispose or to direct the disposition of
 
Parian Global Management LP – 0 shares
CCZG LLC – 0 shares
Zachary C. Miller – 0 shares
 
(iv)
shared power to dispose or to direct the disposition of
 
Parian Global Management LP – 490,500 shares
CCZG LLC – 490,500 shares
Zachary C. Miller – 490,500 shares

Item 5
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9
Notice of Dissolution of Group
 
Not applicable.
 
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.
Exhibits
Exhibit
99.1
Joint Filing Agreement by and between the Reporting Persons.
   


SIGNATURE
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.
Date: February 19, 2020

 
PARIAN GLOBAL MANAGEMENT LP
   
 
By CCZG LLC,
 
      Its General Partner
   
 
      By: /s/ Zachary C. Miller                                                        
 
             Zachary C. Miller, Managing Member
   
   
 
CCZG LLC
   
 
By /s/ Zachary C. Miller                                                                        
 
      Managing Member
   
   
 
Zachary C. Miller
   
 
 By: /s/ Zachary C. Miller                                                                        
 
             Zachary C. Miller