Sec Form 4 Filing - KELLEY BRIAN P @ Blue Apron Holdings, Inc. - 2020-06-13

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
KELLEY BRIAN 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., 28 LIBERTY STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2020
(Street)
NEW YORK, NY10005
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 06/13/2020 M 12,848 ( 1 ) A 17,008 ( 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 ) 06/13/2020 M 12,848 ( 1 ) ( 3 ) ( 3 ) Class A Common Stock 12,848 ( 1 ) $ 0 0 D
Restricted Stock Units ( 4 ) 06/15/2020 A 8,334 ( 5 ) ( 5 ) Class A Common Stock 8,334 ( 1 ) $ 0 8,334 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLEY BRIAN P
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
NEW YORK, NY10005
X
Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Brian P. Kelley 06/16/2020
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 post-Reverse Stock Split basis and are 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 13, 2019, the reporting person was granted 12,848 RSUs, vesting in full on the earlier of June 13, 2020 and the date of the issuer's 2020 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 15, 2021 and the date of the issuer's 2021 annual meeting of stockholders.

Remarks:
Exhibit Index: 24.1 Power of Attorney

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