Sec Form 4 Filing - Salzberg Matthew B @ Blue Apron Holdings, Inc. - 2021-09-15

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) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2021 (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 09/15/2021 A 300,000 A 441,132 D Class A Common Stock 09/15/2021 C 1,115,161 ( 2 ) A $ 0 1,556,293 D Class A Common Stock 09/15/2021 C 1,316,272 ( 2 ) A $ 0 1,316,272 I See Footnote ( 3 ) Class A Common Stock 09/15/2021 C 180,906 ( 2 ) A $ 0 180,906 I By MS 2018 Trust I ( 4 ) Class A Common Stock 09/15/2021 C 180,906 ( 2 ) A $ 0 180,906 I By MS 2018 Trust II ( 5 ) Class A Common Stock 09/15/2021 C 166,666 ( 2 ) A $ 0 166,666 I By The Matthew Salzberg Family 2014 Trust ( 6 ) Class A Common Stock 09/15/2021 C 1,250 ( 2 ) A $ 0 1,250 I See Footnote ( 7 ) Class A Common Stock 09/15/2021 M 12,494 A 1,568,787 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 Warrants (right to buy Class A Common Stock) $ 15 09/15/2021 A 240,000 09/15/2021 09/15/2028 Class A Common Stock 240,000 ( 1 ) 240,000 D Warrants (right to buy Class A Common Stock) $ 18 09/15/2021 A 120,000 09/15/2021 09/15/2028 Class A Common Stock 120,000 ( 1 ) 120,000 D Warrants (right to buy Class A Common Stock) $ 20 09/15/2021 A 60,000 09/15/2021 09/15/2028 Class A Common Stock 60,000 ( 1 ) 60,000 D Class B Common Stock ( 9 ) 09/15/2021 C 1,115,161 ( 9 ) ( 9 ) Class A Common Stock 1,115,161 $ 0 0 D Class B Common Stock ( 9 ) 09/15/2021 C 1,316,272 ( 9 ) ( 9 ) Class A Common Stock 1,316,272 $ 0 0 I See Footnote ( 3 ) Class B Common Stock ( 9 ) 09/15/2021 C 180,906 ( 9 ) ( 9 ) Class A Common Stock 180,906 $ 0 0 I By MS 2018 Trust I ( 4 ) Class B Common Stock ( 9 ) 09/15/2021 C 180,906 ( 9 ) ( 9 ) Class A Common Stock 180,906 $ 0 0 I By MS 2018 Trust II ( 5 ) Class B Common Stock ( 9 ) 09/15/2021 C 166,666 ( 9 ) ( 9 ) Class A Common Stock 166,666 $ 0 0 I By The Matthew Salzberg Family 2014 Trust ( 6 ) Class B Common Stock ( 9 ) 09/15/2021 C 1,250 ( 9 ) ( 9 ) Class A Common Stock 1,250 $ 0 0 I See Footnote ( 7 ) Stock Option (right to buy Class B Common Stock) $ 116.25 ( 9 ) 09/15/2021 C 3,110 ( 10 ) 03/12/2022 Class B Common Stock 3,110 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 116.25 ( 9 ) 09/15/2021 C 3,110 ( 10 ) 03/12/2022 Class A Common Stock 3,110 $ 0 3,110 D Restricted Stock Units ( 8 ) 09/15/2021 M 12,494 ( 11 ) ( 11 ) Class A Common Stock 12,494 $ 0 0 D

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 Former Director Signatures /s/ Matthew B. Salzberg 09/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were acquired by the reporting person for an effective price of $10.00 per unit, with each unit consisting of one share ofClass A Common Stock, one warrant to acquire 0.8 shares of Class A Common Stock with an exercise price of $15 per share, one warrant to acquire0.4 shares of Class A Common Stock with an exercise price of $18 per share, and one warrant to acquire 0.2 shares of Class A Common Stock withan exercise price of $20.00 per share. ( 2 )Represents the number of shares that were acquired upon conversion of the shares of the issuer's Class B Common Stock listed in Table II, as described in footnote 9 below. ( 3 )Represents shares held of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement (the "2014Annuity Trust"), for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by the 2014 Annuity Trust except to the extent of any pecuniary interest therein. ( 4 )Represents shares held of record by MS 2018 Trust I, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. Thereporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust I except to the extent of any pecuniary interest therein. ( 5 )Represents shares held of record by MS 2018 Trust II, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust II except to the extent of any pecuniary interest therein. ( 6 )Represents shares held of record by The Matthew Salzberg Family 2014 Trust (the "2014 Family Trust"), for which the reporting person serves astrustee. The reporting person disclaims beneficial ownership of shares owned by the 2014 Family Trust except to the extent of any pecuniary interest therein. ( 7 )Represents the shares held of record by Aspiration Growth Opportunities II GP, LLC, with respect to which the reporting person has shared investment and voting power. The reporting person disclaims beneficial ownership of shares owned by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein. ( 8 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. ( 9 )The issuer's Class B Common Stock was converted in full to Class A Common Stock on a one-for-one basis on the date reported upon the election of the reporting person and certain other holders of the Class B Common Stock, resulting in a mandatory conversion of all shares of Class B Common Stock on such date under the terms of the issuer's certificate of incorporation. Prior to such conversion the Class B shares were exercisable at the holder's election and had no expiration date. ( 10 )This option was granted to the reporting person on March 13, 2017 and vested in equal monthly installments over four years from February 19, 2017. In connection with the events described in footnote 9 above, such option became exercisable for shares of Class A Common Stock. ( 11 )On June 14, 2021, the reporting person was granted 12,494 RSUs, which were scheduled to vest in full on the earlier of June 14, 2022 and the date of the issuer's 2022 Annual Meeting of Stockholders. This transaction represents the accelerated settlement of such RSUs in shares of Class A Common Stock.

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