Sec Form 4 Filing - Kozlowski Linda F @ Blue Apron Holdings, Inc. - 2021-02-25

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 Kozlowski Linda F 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (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 02/25/2021 M 12,099 A 72,010 D Class A Common Stock 02/25/2021 M 998 A 73,008 D Class A Common Stock 02/25/2021 M 1,327 A 74,335 D Class A Common Stock 02/25/2021 M 1,994 A 76,329 D Class A Common Stock 02/25/2021 M 3,989 A 80,318 D Class A Common Stock 02/26/2021 S( 2 ) 8,721 ( 3 ) D $ 8.6425 ( 4 ) 71,597 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. Transactio n 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 ( 1 ) 02/25/2021 M 12,099 ( 5 ) ( 5 ) Class A Common Stock 12,099 $ 0 102,349 D Restricted Stock Units ( 1 ) 02/25/2021 M 998 ( 6 ) ( 6 ) Class A Common Stock 998 $ 0 11,968 D Restricted Stock Units ( 1 ) 02/25/2021 M 1,327 ( 7 ) ( 7 ) Class A Common Stock 1,327 $ 0 11,978 D Restricted Stock Units ( 1 ) 02/25/2021 M 1,994 ( 8 ) ( 8 ) Class A Common Stock 1,994 $ 0 11,969 D Restricted Stock Units ( 1 ) 02/25/2021 M 3,989 ( 9 ) ( 9 ) Class A Common Stock 3,989 $ 0 11,968 D Performance Stock Unit ( 10 ) 03/01/2021 A 100,000 ( 11 ) ( 11 ) Class A Common Stock 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kozlowski Linda F C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK, NY10005 X President and CEO Signatures /s/ Meredith Deutsch, as attorney-in-fact for Linda F. Kozlowksi 03/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The reported transaction relating to shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II resulted in the reporting person's realization of a short-swing profit under Section 16(b) of the Securities Exchange Act of 1934 amounting to $14,040.80. The reporting person has paid the full amount of the profit to the issuer. ( 3 )Represents the shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person. ( 4 )Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $8.6414 to $8.6980 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. ( 5 )On May 25, 2019, the reporting person was granted 193,572 RSUs, scheduled to vest over four years, with 3.38% of the RSUs vesting on May 25, 2019, 6.25% of the RSUs vesting in equal quarterly installments (on each August 25, November 25, February 25 and May 25) over the following 15 quarterly periods, and the remaining 2.87% of the RSUs vesting on May 25, 2023. ( 6 )On February 26, 2020, the reporting person was granted 15,957 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 26, 2020. ( 7 )On May 25, 2020, the reporting person was granted 15,957 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each August 25, November 25, February 25 and May 2 5 over the four-year period following May 25, 2020. ( 8 )On August 25, 2020, the reporting person was granted 15,957 RSUs, with 12.5% of the RSUs scheduled to vest on each of November 25, 2020 and February 25, 2021 and the remainder scheduled to vest thereafter in quarterly installments, with 6.25% of the remainder vesting on each May 25, August 25, November 25, and February 25 thereafter over the four-year period beginning on May 25, 2021. ( 9 )On November 25, 2020, the reporting person was granted 15,957 RSUs, with 25% scheduled to vest on February 25, 2021 and the remainder scheduled to vest thereafter in equal quarterly installments, with 6.25% of the remainder vesting on each May 25, August 25, November 25, and February 25 thereafter over the four-year period beginning on May 25, 2021. ( 10 )Each performance stock unit ("PSU") represents a right to receive one share of Class A Common Stock. ( 11 )On March 1, 2021, the reporting person was granted 100,000 PSUs. Vesting of 50%, 25% and 25% of the PSUs is subject to the issuer's Class A Common Stock achieving certain minimum unweighted closing prices per share averaged over a 30 consecutive trading day period prior to February 25, 2024. PSUs that meet the stock price targets referred to in the prior sentence will vest (i) 50% on the later to occur of (A) the date a stock price target is met and (B) February 25, 2022 and (ii) 50% on February 25, 2024. Any PSUs that have not achieved the performance targets by February 25, 2024 shall expire and have no further force or effect.

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