Blue Apron (APRN) Form 4 Blue Apron / Meredith L Deutsch 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^*

Deutsch Meredith L

(Last) (First) (Middle)

C/O BLUE APRON HOLDINGS, INC.

28 LIBERTY STREET

(Street)

NEW YORK NY 10005

(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	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel & Corp. Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2023

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	02/25/2023		M		3,118	A	(1)	39,082	D
Class A Common Stock	02/25/2023		M		417	A	(1)	39,499	D
Class A Common Stock	02/25/2023		M		417	A	(1)	39,916	D
Class A Common Stock	02/25/2023		M		417	A	(1)	40,333	D
Class A Common Stock	02/25/2023		M		417	A	(1)	40,750	D
Class A Common Stock	02/25/2023		M		2,062	A	(1)	42,812	D
Class A Common Stock	02/28/2023		S		3,316(2)	D	$0.8375	39,496	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 (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	(1)	02/25/2023		M			3,118	(3)	(3)	Class A Common Stock	3,118	$0	9,355	D
Restricted Stock Units	(1)	02/25/2023		M			417	(4)	(4)	Class A Common Stock	417	$0	1,667	D
Restricted Stock Units	(1)	02/25/2023		M			417	(5)	(5)	Class A Common Stock	417	$0	1,669	D
Restricted Stock Units	(1)	02/25/2023		M			417	(6)	(6)	Class A Common Stock	417	$0	1,667	D
Restricted Stock Units	(1)	02/25/2023		M			417	(7)	(7)	Class A Common Stock	417	$0	1,667	D
Restricted Stock Units	(1)	02/25/2023		M			2,062	(8)	(8)	Class A Common Stock	2,062	$0	16,029	D
Restricted Stock Units	(1)	02/25/2023		A		37,500		(9)	(9)	Class A Common Stock	37,500	$0	37,500	D
Performance Stock Units	(10)	02/25/2023		A		37,500		(11)	(11)	Class A Common Stock	37,500	$0	37,500	D
Restricted Stock Units	(1)	02/25/2023		A		30,000		(12)	(12)	Class A Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. 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.

2. Represents the shares automatically sold by the reporting person to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person.

3. On November 25, 2019, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 9,335 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through November 25, 2023.

4. On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 1,667 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2024.

5. On May 25, 2020, the reporting person was granted RSUs, of which the remaining 1,669 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25, and May 25) through February 25, 2024.

6. On August 25, 2020, the reporting person was granted RSUs, of which the remaining 1,667 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through February 25, 2024.

7. On November 25, 2020, the reporting person was granted RSUs, of which the remaining 1,667 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each February 25, May 25, August 25, and November 25) through February 25, 2024.

8. On February 25, 2022, the reporting person was granted RSUs, of which the remaining 16,029 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2025.

9. On February 25, 2023, the reporting person was granted RSUs, which will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2026.

10. Each performance stock unit ("PSU") represents the right to receive one share of Class A Common Stock.

11. On February 25, 2023, the reporting person was granted PSUs. The number of PSUs that could be earned and vest under this grant depend on the issuer's total shareholder return ("TSR") over the performance period beginning January 1, 2023 and ending December 31, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 200% of the target amount.

12. On February 25, 2023, the reporting person was granted RSUs, 100% of the RSUs shall vest on the one-year anniversary of February 25, 2023.

Remarks:

	/s/ Meredith L. Deutsch	02/28/2023
	** 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).
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