Sec Form 4 Filing - Kozlowski Linda F @ Blue Apron Holdings, Inc. - 2021-10-28

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) 10/28/2021 (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 10/28/2021 M 18,886 A $ 10 ( 1 ) 120,942 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 Subscription Rights (right to buy) $ 1.8505 10/28/2021 M 102,056 10/12/2021 10/28/2021 Class A Common Stock 45,326.4633 ( 2 ) ( 3 ) $ 0 0 D Warrants (right to buy) $ 15 10/28/2021 M 102,056 ( 4 ) 11/04/2021 11/06/2028 Class A Common Stock 15,108.8362 ( 4 ) $ 0 102,056 D Warrants (right to buy) $ 18 10/28/2021 M 102,056 ( 5 ) 11/04/2021 11/06/2028 Class A Common Stock 7,554.4181 ( 5 ) $ 0 102,056 D Warrants (right to buy) $ 20 10/28/2021 M 102,056 ( 6 ) 11/04/2021 11/06/2028 Class A Common Stock 3,777.209 ( 6 ) $ 0 102,056 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 Findley Kozlowski 11/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The effective purchase price of the shares of Class A common stock and Warrants (as defined below) underlying the subscription rights issued in connection with the registrant's rights offering was $10.00 per share and associated Warrants. ( 2 )Each subscription right issued in connection with the registrant's rights offering was exercisable for (i) 0.185055707113895 shares of the registrant's Class A common stock, (ii) one warrant to purchase 0.148044565691116 shares of the registrant's Class A common stock at an exercise price of $15.00 per share (a "$15 Warrant"), (iii) one warrant to purchase 0.074022282845558 shares of the registrant's Class A common stock at an exercise price of $18.00 per share (an "$18 Warrant"), and (iv) one warrant to purchase 0.037011141422779 shares of the registrant's Class A common stock at an exercise price of $20.00 per share (a "$20 Warrant" and, collectively with the $15 Warrants and $18 Warrants, the "Warrants"). ( 3 )The number of shares reported here reflects the number of shares of Class A common stock to be issued to the reporting person in connection with the exercise of the subscription rights as well as the shares of Class A common stock underlying the Warrants issued to the reporting person in connection with the exercise of the subscription rights. The closing of the rights offering and the issuance of the Class A common stock and Warrants are expected to be on or about November 4, 2021. ( 4 )Each $15 Warrant to be issued to the reporting person is exercisable for 0.148044565691116 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the $15 Warrant is 15,108.8361961725 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrant. The $15 Warrants are only exercisable for whole shares of Class A common stock. ( 5 )Each $18 Warrant to be issued to the reporting person is exercisable for 0.074022282845558 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the $18 Warrant is 7,554.41809808627 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrant. The $18 Warrants are only exercisable for whole shares of Class A common stock. ( 6 )Each $20 Warrant to be issued to the reporting person is exercisable for 0.037011141422779 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the warrant is 3,777.20904904313 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrant. The $20 Warrants are only exercisable for whole 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).

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