Sec Form 4 Filing - Salzberg Matthew B @ Blue Apron Holdings, Inc. - 2020-10-09

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 Salzberg Matthew B 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 X __ 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) 10/09/2020 (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 10/09/2020 C 100,000 ( 1 ) A $ 0 128,631 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 Class B Common Stock ( 2 ) ( 2 ) 10/09/2020 C 100,000 ( 3 ) ( 2 ) ( 2 ) Class A Common Stock 100,000 $ 0 1,215,161 D Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 1,316,272 1,316,272 I See footnote ( 4 ) Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 1,250 1,250 I See footnote ( 5 ) Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 166,666 166,666 I By The Matthew Salzberg Family 2014 Trust ( 6 ) Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 180,906 180,906 I By MS 2018 Trust I ( 7 ) Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 180,906 180,906 I By MS 2018 Trust II ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Salzberg Matthew B C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK, NY10005 X X Signatures /s/ Meredith Deutsch, as attorney-in-fact for Matthew B. Salzberg 10/14/2020 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 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. ( 3 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis. ( 4 )Represents the shares of Class B Common Stock owned of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. Mr. Salzberg has investment control over any securities owned by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement except to the extent of any pecuniary interest therein. ( 5 )Represents the shares of Class B Common Stock owned of record by Aspiration Growth Opportunities II GP, LLC, with respect to which Matthew B. Salzberg has shared investment and voting power. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein. ( 6 )Matthew B. Salzberg is trustee of The Matthew Salzberg Family 2014 Trust. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by The Matthew Salzberg Family 2014 Trust except to the extent of any pecuniary interest therein. ( 7 )Matthew B. Salzberg is co-trustee of, and exercises sole investment control with respect to shares held by, MS 2018 Trust I. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by MS 2018 Trust I except to the extent of any pecuniary interest therein. ( 8 )Matthew B. Salzberg is co-trustee of, and exercises sole investment control with respect to shares held by, MS 2018 Trust II. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by MS 2018 Trust II except to the extent of any pecuniary interest therein.

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).

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