Blue Apron (APRN) Form 4 Blue Apron / ROBERT P GOODMAN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOODMAN ROBERT P

(Last) (First) (Middle)

C/O BLUE APRON HOLDINGS, INC.

40 WEST 23RD STREET

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/13/2019		M		39,185(1)(2)	A	(3)	62,419(1)	D(2)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(3)	06/13/2019		M			39,185(1)	(4)	(4)	Class A Common Stock	39,185(1)	$0	0	D
Restricted Stock Units	(5)	06/13/2019		A		192,723(1)(2)		(6)	(6)	Class A Common Stock	192,723(1)	$0	192,723(1)	D(2)

Explanation of Responses:

1. On June 14, 2019, the issuer effected a 1-for-15 reverse stock split of its Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 are on a pre-Reverse Stock Split basis and are not adjusted to reflect the Reverse Stock Split.

2. The reporting person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.

3. 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.

4. On June 14, 2018, the reporting person was granted 39,185 RSUs, vesting in full on the earlier of June 14, 2019 and the date of the issuer's 2019 annual meeting of stockholders.

5. Each RSU represents a contingent right to receive one share of Class A Common Stock.

6. The RSUs are scheduled to vest in full on the earlier of June 13, 2020 and the date of the issuer's 2020 annual meeting of stockholders.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Christina Halliday, as attorney-in-fact for Robert P. Goodman	06/17/2019
	** Signature of Reporting Person	Date
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).
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