Papas Ilia M Form 4 Blue Apron / Ilia M Papas 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^*

Papas Ilia M

(Last) (First) (Middle)

C/O BLUE APRON HOLDINGS, INC.

40 WEST 23RD STREET

(Street)

NEW YORK NY 10010

(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)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2018

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	07/05/2018		M		62,500	A	(1)	78,100	D
Class A Common Stock	07/06/2018		S		24,358(2)	D	$3.44(3)	53,742	D
Class A Common Stock	07/06/2018		C		133,334(4)	A	$0	187,076	D
Class A Common Stock	07/06/2018		S(5)		133,334	D	$3.43(6)	53,742	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)	07/05/2018		M			62,500	(7)	(7)	Class A Common Stock	62,500	$0	187,500	D
Class B Common Stock(8)	(8)	07/06/2018		C			133,334(9)	(8)	(8)	Class A Common Stock	133,334	$0	6,148,043	D

Explanation of Responses:

1. Restricted stock units 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 pursuant to an election 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. Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $3.33 to $3.44 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

4. 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.

5. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2017

6. Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $3.32 to $3.61 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price

7. On July 5, 2017, the reporting person was granted 250,000 restricted stock units, vesting over four years in equal annual installments, with 25% of the restricted stock units vesting on the first anniversary of July 5, 2017, 25% of the restricted stock units vesting on the second anniversary of July 5, 2017, 25% of the restricted stock units vesting on the third anniversary of July 5, 2017 and 25% of the restricted stock units vesting on the fourth anniversary of July 5, 2017.

8. 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.

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

	/s/ Benjamin C. Singer, as attorney-in-fact for Ilia M. Papas	07/09/2018
	** Signature of Reporting Person	Date
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