Sec Form 4 Filing - Cool Tracy Britt @ Blue Apron Holdings, Inc. - 2019-06-13

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 Cool Tracy Britt 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) 06/13/2019 (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 06/13/2019 M 39,185 ( 1 ) A 62,419 ( 1 ) 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 Restricted Stock Units ( 2 ) 06/13/2019 M 39,185 ( 1 ) ( 3 ) ( 3 ) Class A Common Stock 39,185 ( 1 ) $ 0 0 D Restricted Stock Units ( 4 ) 06/13/2019 A 192,723 ( 1 ) ( 5 ) ( 5 ) Class A Common Stock 192,723 ( 1 ) $ 0 192,723 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cool Tracy Britt C/O BLUE APRON HOLDINGS, INC. 40 WEST 23RD STREET NEW YORK, NY10010 X Signatures /s/ Christina Halliday, as attorney-in-fact for Tracy Britt Cool 06/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 14, 2019, the issuer effected a 1-for-15 reverse stock split of its Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 are on a pre-Reverse Stock Split basis and are not adjusted to reflect the Reverse Stock Split. ( 2 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date. ( 3 )On June 14, 2018, the reporting person was granted 39,185 RSUs, vesting in full on the earlier of June 14, 2019 and the date of the issuer's 2019 annual meeting of stockholders. ( 4 )Each RSU represents a contingent right to receive one share of Class A Common Stock. ( 5 )The RSUs are scheduled to vest in full on the earlier of June 13, 2020 and the date of the issuer's 2020 annual meeting of stockholders.

Remarks: Exhibit Index: 24.1 Power of Attorney

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.