Blue Apron (APRN) Form 4 Blue Apron / Phineas Barnes 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^*

First Round Capital IV, L.P.

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2017

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

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

	Form filed by One Reporting Person
X	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	11/06/2017		C		3,141,565	A	$0.00	3,141,565	I	See Footnote(1)
Class A Common Stock	11/06/2017		C		54,871	A	$0.00	54,871	I	See Footnote(2)
Class A Common Stock	11/07/2017		S		1,435,365	D	$3.2563(3)	1,706,200	I	See Footnote(1)
Class A Common Stock	11/07/2017		S		25,070	D	$3.2563(3)	29,801	I	See Footnote(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
Class B Common Stock	(4)	11/06/2017		C			3,141,565	(4)	(4)	Class A Common Stock	3,141,565	$0.00	12,566,261	I	See Footnote(1)
Class B Common Stock	(4)	11/06/2017		C			54,871	(4)	(4)	Class A Common Stock	54,871	$0.00	219,482	I	See Footnote(2)

1. Name and Address of Reporting Person^*

First Round Capital IV, L.P.

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

First Round Capital Management IV, LLC

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

First Round Capital Management IV, L.P.

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Barnes Phineas

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fralic Christopher

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hayes Robert

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kopelman Joshua

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trenchard William

(Last) (First) (Middle)

4040 LOCUST STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

Explanation of Responses:

1. The reported shares are directly owned by First Round Capital IV, L.P. ("FRC IV LP"). First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV LP except to the extent of any pecuniary interest therein.

2. The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. ("FRC IV Partners LP"). First Round Capital Management IV, L.P., the general partner of FRC IV Partners LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV Partners LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV Partners LP except to the extent of any pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.03 to $3.67, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.

4. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election and has no expiration date.

Remarks:

	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P.	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P.	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman	11/08/2017
	/s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard	11/08/2017
	** Signature of Reporting Person	Date
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