Sec Form 4 Filing - Bessemer Venture Partners VIII L.P. @ Blue Apron Holdings, Inc. - 2017-07-05

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 Bessemer Venture Partners VIII 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) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2017 (Street) LARCHMONT, NY10538 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

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 Series A Preferred Stock ( 1 ) 07/05/2017 C 295,546 ( 1 ) ( 1 ) Class B Common Stock 14,777,330 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Series B Preferred Stock ( 3 ) 07/05/2017 C 350,153 ( 3 ) ( 3 ) Class B Common Stock 17,507,650 $ 0 0 I See Footnotes ( 2 ) ( 3 ) Series C Preferred Stock ( 4 ) 07/05/2017 C 725,528 ( 4 ) ( 4 ) Class B Common Stock 3,627,640 $ 0 0 I See Footnotes ( 2 ) ( 4 ) Series D Preferred Stock ( 5 ) 07/05/2017 C 375,181 ( 5 ) ( 5 ) Class B Common Stock 375,181 $ 0 0 I See Footnotes ( 2 ) ( 5 ) Class B Common Stock ( 6 ) 07/05/2017 C( 6 ) 36,287,771 ( 6 ) ( 6 ) Class A Common Stock 36,287,771 $ 0 36,287,771 I See Footnotes ( 2 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 07/07/2017 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 07/07/2017 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 07/07/2017 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd 07/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock converted into Class B Common Stock on a 50:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") owned 161,369 shares and 134,177 shares, respectively, of Series A Preferred Stock. ( 2 )Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. ( 3 )The Series B Preferred Stock converted into Class B Common Stock on a 50:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 191,184 shares and 158,969 shares, respectively, of Series B Preferred Stock. ( 4 )The Series C Preferred Stock converted into Class B Common Stock on a 5:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series C Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 396,139 shares and 329,389 shares, respectively, of Series C Preferred Stock. ( 5 )The Series D Preferred Stock converted into Class B Common Stock on a 1:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series D Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. As of the date hereof, BVP VIII Inst and BVP VIII own 204,849 shares and 170,332 shares, respectively, of Series D Preferred Stock. ( 6 )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. ( 7 )As of the date hereof, BVP VIII Inst and BVP VIII own 19,813,194 shares and 16,474,577 shares, respectively, of Class B Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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