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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X

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 COVINGTON & BURLING LLP

ONE CITYCENTER 850 TENTH STREET, NW

(Street)

WASHINGTON DC 20001

(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)
12/08/2021

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	12/08/2021		S		33,092	D	$11.7056(1)	52,814	I	By MS 2018 Trust I(2)
Class A Common Stock	12/08/2021		S		33,092	D	$11.7056(3)	52,814	I	By MS 2018 Trust II(4)
Class A Common Stock	12/09/2021		S		5,000	D	$10.7508(5)	47,814	I	By MS 2018 Trust I(2)
Class A Common Stock	12/09/2021		S		5,000	D	$10.7529(6)	47,814	I	By MS 2018 Trust II(4)
Class A Common Stock								1,568,787	D
Class A Common Stock								1,316,272	I	See Footnote(7)
Class A Common Stock								166,666	I	By The Matthew Salzberg Family 2014 Trust(8)
Class A Common Stock								1,250	I	See Footnote(9)

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

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.10 to $12.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Represents shares held of record by MS 2018 Trust I, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust I except to the extent of any pecuniary interest therein.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.10 to $12.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Represents shares held of record by MS 2018 Trust II, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust II except to the extent of any pecuniary interest therein.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.445 to $11.31, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $11.31, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Represents shares held of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement (the "2014 Annuity Trust"), for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by the 2014 Annuity Trust except to the extent of any pecuniary interest therein.

8. Represents shares held of record by The Matthew Salzberg Family 2014 Trust (the "2014 Family Trust"), for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of shares owned by the 2014 Family Trust except to the extent of any pecuniary interest therein.

9. Represents the shares held of record by Aspiration Growth Opportunities II GP, LLC, with respect to which the reporting person has shared investment and voting power. The reporting person disclaims beneficial ownership of shares owned by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein.

	/s/ Matthew B. Salzberg	12/09/2021
	** Signature of Reporting Person	Date
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