Sec Form 4 Filing - Singer Benjamin C @ Blue Apron Holdings, Inc. - 2018-02-16

Insider filing report for Changes in Beneficial Ownership
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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
Singer Benjamin C
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel and Secretary
(Last) (First) (Middle)
C/O BLUE APRON HOLDINGS, INC., 40 WEST 23RD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2018
(Street)
NEW YORK, NY10010
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 02/16/2018 C 10,000 ( 1 ) A $ 0 10,000 D
Class A Common Stock 02/16/2018 S( 2 ) 10,000 D $ 3.4952 ( 3 ) 0 D
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
Stock Option (right to buy) $ 1.25 02/16/2018 M 10,000 ( 4 ) 11/09/2024 Class B Common Stock 10,000 $ 0 440,000 D
Class B Common Stock ( 5 ) ( 5 ) 02/16/2018 M 10,000 ( 5 ) ( 5 ) Class A Common Stock 10,000 $ 0 10,000 D
Class B Common Stock ( 5 ) ( 5 ) 02/16/2018 C 10,000 ( 6 ) ( 5 ) ( 5 ) Class A Common Stock 10,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singer Benjamin C
C/O BLUE APRON HOLDINGS, INC.
40 WEST 23RD STREET
NEW YORK, NY10010
General Counsel and Secretary
Signatures
/s/ Benjamin C. Singer 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares that were acquired upon conversion of the shares of Class B Common Stock into Class A Common Stock listed in Table II.
( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2017.
( 3 )Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $3.36 to $3.62 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
( 4 )The option, representing a right to purchase a total of 450,000 shares of Class B Common Stock, is scheduled to vest over four years, with 25% of the shares vesting on the first anniversary of November 10, 2014 and the remainder vesting over the ensuing three years in equal monthly installments.
( 5 )The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder's election and has no expiration date.
( 6 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

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).

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