Matthew B Salzberg Form 4 Blue Apron / Matthew B Salzberg 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^*

Salzberg Matthew B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2021

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	02/11/2021		C		100,000(1)	A	$0	128,631	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
Class B Common Stock(2)	(2)	02/11/2021		C			100,000(3)	(2)	(2)	Class A Common Stock	100,000	$0	1,115,161	D
Class B Common Stock(2)	(2)							(2)	(2)	Class A Common Stock	1,316,272		1,316,272	I	See footnote(4)
Class B Common Stock(2)	(2)							(2)	(2)	Class A Common Stock	1,250		1,250	I	See footnote(5)
Class B Common Stock(2)	(2)							(2)	(2)	Class A Common Stock	166,666		166,666	I	By The Matthew Salzberg Family 2014 Trust(6)
Class B Common Stock(2)	(2)							(2)	(2)	Class A Common Stock	180,906		180,906	I	By MS 2018 Trust I(7)
Class B Common Stock(2)	(2)							(2)	(2)	Class A Common Stock	180,906		180,906	I	By MS 2018 Trust II(8)

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of the shares of Class B Common Stock into Class A Common Stock listed in Table II.

2. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder's election and has no expiration date.

3. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

4. Represents the shares of Class B Common Stock owned of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. Mr. Salzberg has investment control over any securities owned by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement except to the extent of any pecuniary interest therein.

5. Represents the shares of Class B Common Stock owned of record by Aspiration Growth Opportunities II GP, LLC, with respect to which Matthew B. Salzberg has shared investment and voting power. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein.

6. Matthew B. Salzberg is trustee of The Matthew Salzberg Family 2014 Trust. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by The Matthew Salzberg Family 2014 Trust except to the extent of any pecuniary interest therein.

7. Matthew B. Salzberg is co-trustee of, and exercises sole investment control with respect to shares held by, MS 2018 Trust I. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by MS 2018 Trust I except to the extent of any pecuniary interest therein.

8. Matthew B. Salzberg is co-trustee of, and exercises sole investment control with respect to shares held by, MS 2018 Trust II. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by MS 2018 Trust II except to the extent of any pecuniary interest therein.

	/s/ Meredith Deutsch, as attorney-in-fact for Matthew B. Salzberg	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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