Sec Form 4 Filing - Sanberg Joseph N. @ Blue Apron Holdings, Inc. - 2022-04-29

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 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) 04/29/2022 (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 04/29/2022 P 1,666,667( 1 )( 2 ) A $ 12( 1 )( 2 ) 8,386,593( 3 ) I By RJB Partners LLC Class A Common Stock 04/29/2022 P 1,666,666( 1 )( 2 ) A $ 12( 1 )( 2 ) 1,666,666( 4 ) I By Long Live Bruce, LLC Class A Common Stock 214,293 D Class A Common Stock 1,250( 5 ) 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 04/29/2022 J( 6 ) 1 02/14/2022 02/14/2029 Class A Common Stock 250,000( 6 ) $ 0( 6 ) 1( 6 ) I By RJB Partners LLC Warrant (right to buy) $ 15 02/14/2022 02/14/2029 Class A Common Stock 35,714( 6 ) 1( 6 ) 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 05/02/2022 Signature of Reporting Person Date RJB Partners LLC, /s/ Joseph N. Sanberg, Name:Joseph N. Sanberg, Title: Managing Member 05/02/2022 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 April 29, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, agreed to purchase from the Issuer, for an aggregate purchase price of $40 million, 3,333,333 shares of Class A common stock, 1,666,666 of which shares (the "Initial Shares") were acquired on April 29, 2022 in connection with the closing of the initial acquisition of securities contemplated by the Purchase Agreement and the remaining 1,666,667 of such shares will be acquired by RJB Partners on May 30, 2022 (or such other date as mutually agreed by RJB Partners and the Issuer), subject to customary closing conditions. ( 2 )(Continued from footnote 1) On April 29, 2022, RJB Partners assigned to Long Live Bruce, LLC, an entity owned indirectly by Mr. Joseph N. Sanberg ("Long Live Bruce"), as the managing member of Long Live Bruce, its right to acquire the Initial Shares and Long Live Bruce assumed RJB Partners' obligations in respect of the Initial Shares, including the payment of the purchase price thereof. ( 3 )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. ( 4 )These securities are owned directly by Long Live Bruce, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce. 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. ( 5 )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. ( 6 )In connection with obtaining financing to consummate the transactions contemplated by the Purchase Agreement, RJB Partners agreed to transfer warrants exercisable for an aggregate 250,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to certain affiliates of Metropolitan Partners Group. As a result of the transfer of the $15 Warrants described in the foregoing sentence, RJB Partners owns $15 Warrants exercisable for an aggregate of 35,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants.

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