Sec Form 4 Filing - GOODMAN ROBERT P @ Blue Apron Holdings, Inc. - 2019-02-26

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 GOODMAN ROBERT 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC., 40 WEST 23RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2019 (Street) NEW YORK, NY10013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (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 02/26/2019 C( 1 ) 0 ( 3 ) A $ 0 ( 1 ) 0 ( 3 ) I See footnotes ( 3 ) ( 4 ) Class A Common Stock 02/26/2019 S 0 ( 2 ) D $ 0 ( 2 ) 0 I See footnote ( 4 ) Class A Common Stock 23,234 D ( 5 )

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 Class B Common Stock ( 1 ) 02/26/2019 C 0 ( 3 ) ( 1 ) ( 1 ) Class A Common Stock 0 ( 3 ) $ 0 ( 1 ) 0 I See footnotes ( 4 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODMAN ROBERT P C/O BLUE APRON HOLDINGS, INC. 40 WEST 23RD STREET NEW YORK, NY10013 X Signatures /s/ Benjamin C. Singer, as attorney-in-fact for Robert P. Goodman 02/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder without payment or consideration and has no expiration date. ( 2 )On February 26, 2019, Bessemer Venture Partners VIII L.P. ("BVP VIII") sold 6,809,971 shares of Class A Common Stock and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"and together with BVP VIII, the "BVP VIII Funds") sold 8,190,029 shares of Class A Common Stock, each at a single execution price of $1.15 per share of Class A Common Stock. ( 3 )Represents 6,809,971 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII and 8,190,029 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII Inst. After the foregoing conversion, BVP VIII and BVP VIII Inst own 6,809,971 shares and 8,190,029 shares, respectively, of Class A Common Stock. ( 4 )Mr. Goodman is a director of each of Deer VIII & Co. Ltd. ("Deer VIII Ltd") and Deer VIII & Co. L.P. ("Deer VIII LP" and, together with Deer VIII Ltd and the BVP VIII Funds, the "BVP VIII Entities"), the general partner of each of the BVP VIII Funds. Mr. Goodman disclaims beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, and his indirect limited partnership interest in the BVP VIII Funds. ( 5 )The Reporting Person has agreed to assign to Deer Management Co. LLC any proceeds from the sale of the shares of Class A Common Stock held by the Reporting Person. ( 6 )After the foregoing conversion, BVP VIII and BVP VIII Inst own 9,664,606 shares and 11,623,165 shares, respectively, of Class B Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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