Sec Form 4 Filing - Salzberg Barry @ 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

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 Salzberg Barry 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 _____ 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 C 79,473 ( 1 ) A $ 0 79,473 D Class A Common Stock 09/15/2021 C 108,590 ( 1 ) A $ 0 108,590 I By The Salzberg Family 2011 Trust ( 2 ) Class A Common Stock 09/15/2021 C 1,316,272 ( 1 ) A $ 0 1,316,272 I See Footnote ( 3 ) Class A Common Stock 09/15/2021 C 180,906 ( 1 ) A $ 0 180,906 I By MS 2018 Trust I ( 4 ) Class A Common Stock 09/15/2021 C 180,906 ( 1 ) A $ 0 180,906 I By MS 2018 Trust II ( 5 ) Class A Common Stock 09/15/2021 M 6,080 A 85,553 D Class A Common Stock 09/15/2021 M 12,494 A 98,047 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 ( 7 ) 09/15/2021 C 79,473 ( 7 ) ( 7 ) Class A Common Stock 79,473 $ 0 0 D Class B Common Stock ( 7 ) 09/15/2021 C 108,590 ( 7 ) ( 7 ) Class A Common Stock 108,590 $ 0 0 I By The Salzberg Family 2011 Trust ( 2 ) Class B Common Stock ( 7 ) 09/15/2021 C 1,316,272 ( 7 ) ( 7 ) Class A Common Stock 1,316,272 $ 0 0 I See Footnote ( 3 ) Class B Common Stock ( 7 ) 09/15/2021 C 180,906 ( 7 ) ( 7 ) Class A Common Stock 180,906 $ 0 0 I By MS 2018 Trust I ( 4 ) Class B Common Stock ( 7 ) 09/15/2021 C 180,906 ( 7 ) ( 7 ) Class A Common Stock 180,906 $ 0 0 I By MS 2018 Trust II ( 5 ) Restricted Stock Units ( 6 ) 09/15/2021 M 6,080 ( 8 ) ( 8 ) Class A Common Stock 6,080 $ 0 0 D Restricted Stock Units ( 6 ) 09/15/2021 M 12,494 ( 9 ) ( 9 ) Class A Common Stock 12,494 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Salzberg Barry C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK,, NY10005 Former Director Signatures /s/ Barry Salzberg 09/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 7 below. ( 2 )The reporting person and his wife serve as co-trustees of The Salzberg Family 2011 Trust. The reporting person disclaims beneficial ownership of the shares owned by The Salzberg Family 2011 Trust except to the extent of any pecuniary interest therein. ( 3 )Represents shares held of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement (the "2014 Annuity Trust"), for which the reporting person and his son, Matthew B. 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 son, Matthew B. Salzberg, serve as co-trustees. The reporting 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 son, Matthew B. 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 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. ( 7 )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. ( 8 )On October 15, 2020, the reporting person was granted 6,080 RSUs, which were scheduled to vest in full on the first anniversary of the date of grant. This transaction represents the accelerated settlement of such RSUs in shares of Class A Common Stock. ( 9 )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.

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.