Blue Apron (APRN) SC 13G/A Beneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Blue Apron Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09523Q101

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09523Q101 13G Page 2 of 8 Pages

1.	NAMES OF REPORTING PERSONS SG GROWTH PARTNERS II, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON PN

This Amendment No. 2 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of the Issuer.

CUSIP No. 09523Q101 13G Page 3 of 8 Pages

1.	NAMES OF REPORTING PERSONS SGGP II, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON OO (Limited Liability Company)

This Amendment No. 2 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of the Issuer.

CUSIP No. 09523Q101 13G Page 4 of 8 Pages

1.	NAMES OF REPORTING PERSONS DANIEL C. MARRIOTT
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON IN

This Amendment No. 2 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of the Issuer.

CUSIP No. 09523Q101 13G Page 5 of 8 Pages

1.	NAMES OF REPORTING PERSONS KENNETH A. FOX
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON IN

This Amendment No. 2 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Shares of the Issuer.

CUSIP No. 09523Q101 13G Page 6 of 8 Pages

SCHEDULE 13G

Item 1(a). Name of Issuer:

Blue Apron Holdings, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

40 West 23^rd Street

New York, New York 10010

Item 2(a). Name of Person Filing:

This Schedule 13G is filed by:

(i) SG Growth Partners II, L.P.

(ii) SGGP II, LLC

(iii) Daniel C. Marriott

(iv) Kenneth A. Fox

SGGP II, LLC, the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Item 2(b). Address of Principal Business Office:

The address for each Reporting Person is:

402 West 13^th Street, 4^th Floor

New York, New York, 10014

Item 2(c). Citizenship:

(i) SG Growth Partners II, L.P. is a Delaware limited partnership.

(ii) SGGP II, LLC is a Delaware limited liability company.

(iii) Daniel C. Marriott is a citizen of the United States.

(iv) Kenneth A. Fox is a citizen of the United States.

Item 2(d). Title of Class of Securities:

Class A Common Stock, par value $0.0001

Item 2(e) CUSIP Number:

09523Q101

Item 3. If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

CUSIP No. 09523Q101 13G Page 7 of 8 Pages

Item 4. Ownership.

The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. This Amendment No. 2 – Exit Filing is being filed as an exit filing and amends the Schedule 13G originally filed by the Reporting Persons with the Securities Exchange Commission on February 14, 2018 and as amended by Amendment No. 1 filed on February 13, 2019. As of December 31, 2019, the Reporting Persons no longer beneficially own any shares of Blue Apron Holdings, Inc.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020

SG GROWTH PARTNERS II, LP
By:	SGGP II, LLC, its general partner
By:	/s/  Kenneth A. Fox
	Name:  Kenneth A. Fox Title:    Managing Partner

SGGP II, LLC
By:	/s/  Wayne Marino
	Name:  Wayne Marino Title:    Authorized Signatory

By:	/s/  Daniel C. Marriott
	Name:  Daniel C. Marriott

By:	/s/  Kenneth A. Fox
	Name:  Kenneth A. Fox