Sec Form 4 Filing - Sanberg Joseph N. @ Blue Apron Holdings, Inc. - 2022-02-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sanberg Joseph N. 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) 528 PALISADES DRIVE, #545, 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2022 (Street) PACIFIC PALISADES, CA90272 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 02/14/2022 P 357,143( 1 ) A $ 14( 1 ) 6,719,926( 2 ) I By RJB Partners LLC Class A Common Stock 214,293 D Class A Common Stock 1,250( 3 ) I By Aspiration Growth Opportunities II GP, LLC

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 Warrant (right to buy) $ 15 02/14/2022 P 1( 1 ) 02/14/2022 02/14/2029 Class A Common Stock 285,714( 4 ) $ 14( 1 ) 1( 1 ) I By RJB Partners LLC Warrant (right to buy) $ 18 02/14/2022 P 1( 1 ) 02/14/2022 02/14/2029 Class A Common Stock 142,857( 5 ) $ 14( 1 ) 1( 1 ) I By RJB Partners LLC Warrant (right to buy) $ 20 02/14/2022 P 1( 1 ) 02/14/2022 02/14/2029 Class A Common Stock 71,429( 6 ) $ 14( 1 ) 1( 1 ) I By RJB Partners LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanberg Joseph N. 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA90272 X RJB Partners LLC C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA90272 X Signatures /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg 02/15/2022 Signature of Reporting Person Date RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member 02/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of February 14, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, purchased from the Issuer, for an aggregate purchase price of $5 million, (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share (the "$15 Warrants"), (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share (the "$18 Warrants") and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share (the "$20 Warrants"). ( 2 )These securities are owned directly by RJB Partners, a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. ( 3 )These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. ( 4 )The $15 Warrants are exercisable for an aggregate of 285,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. These $15 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement. ( 5 )The $18 Warrants are exercisable for an aggregate of 142,857 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. These $18 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement. ( 6 )The $20 Warrants are exercisable for an aggregate of 71,429 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. These $20 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.

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

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.