Bensley Timothy Form 4 Blue Apron / Timothy Bensley 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^*

Bensley Timothy

(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)
CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2020

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	08/25/2020		M		1,370	A	(1)	16,982	D
Class A Common Stock	08/25/2020		M		2,601	A	(1)	19,583	D
Class A Common Stock	08/25/2020		M		781	A	(1)	20,364	D
Class A Common Stock	08/25/2020		M		1,039	A	(1)	21,403	D
Class A Common Stock	08/26/2020		S		2,268(2)	D	$7.5551(3)	19,135	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)	08/25/2020		M			1,370	(4)	(4)	Class A Common Stock	1,370	$0	9,596	D
Restricted Stock Units	(1)	08/25/2020		M			2,601	(5)	(5)	Class A Common Stock	2,601	$0	26,010	D
Restricted Stock Units	(1)	08/25/2020		M			781	(6)	(6)	Class A Common Stock	781	$0	10,938	D
Restricted Stock Units	(1)	08/25/2020		M			1,039	(7)	(7)	Class A Common Stock	1,039	$0	11,461	D
Restricted Stock Units	(1)	08/25/2020		A		12,500		(8)	(8)	Class A Common Stock	12,500	$0	12,500	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 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 $7.5550 to $7.5700 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. On May 25, 2018, the reporting person was granted 21,927 RSUs, scheduled to vest over four years, with 25% of the RSUs vesting on the one-year anniversary of May 25, 2018, and the remaining RSUs vesting in quarterly installments (on each August 25, November 25, February 25 and May 25) over the remaining three-year period following the one-year anniversary of May 25, 2018.

5. On February 25, 2019, the reporting person was granted 41,611 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 25, 2019.

6. On February 26, 2020, the reporting person was granted 12,500 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 26, 2020.

7. On May 25, 2020, the reporting person was granted 12,500 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each August 25, November 25, February 25 and May 25 over the four-year period following May 25, 2020.

8. On August 25, 2020, the reporting person was granted 12,500 RSUs, with 12.5% of the RSUs scheduled to vest on each of November 25, 2020 and February 25, 2021 and the remainder scheduled to vest thereafter in quarterly installments with 6.25% of the remainder vesting on each November 25, February 25, May 25 and August 25 thereafter over the four-year period beginning on May 25, 2021.

	/s/ Meredith Deutsch, as attorney-in-fact for Timothy Bensley	08/27/2020
	** Signature of Reporting Person	Date
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