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Filing Details

Accession Number:: 0000899243-22-006429
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-15 17:00:42
Reporting Period:: 2022-02-14

Accepted Time:: 2022-02-15 17:00:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1701114	Blue Apron Holdings Inc.	APRN	Retail-Catalog & Mail-Order Houses (5961)	814777373

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1890968	Rjb Partners Llc	C/O Joseph N. Sanberg 528 Palisades Drive, #545 Pacific Palisades CA 90272		No	No	Yes	No
1890988	N. Joseph Sanberg	528 Palisades Drive, #545 Pacific Palisades CA 90272		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2022-02-14	357,143	$14.00	6,719,926	No	4	P	Indirect	By RJB Partners LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By RJB Partners LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrant (right to buy)	Acquisiton	2022-02-14	1	$14.00	285,714	$15.00
Class A Common Stock	Warrant (right to buy)	Acquisiton	2022-02-14	1	$14.00	142,857	$18.00
Class A Common Stock	Warrant (right to buy)	Acquisiton	2022-02-14	1	$14.00	71,429	$20.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1	2022-02-14	2029-02-14	No	4	P	Indirect
1	2022-02-14	2029-02-14	No	4	P	Indirect
1	2022-02-14	2029-02-14	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	214,293	Direct
Class A Common Stock	1,250	Indirect	By Aspiration Growth Opportunities II GP, LLC

Footnotes

In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of February 14, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, purchased from the Issuer, for an aggregate purchase price of $5 million, (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share (the "$15 Warrants"), (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share (the "$18 Warrants") and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share (the "$20 Warrants").
These securities are owned directly by RJB Partners, a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
The $15 Warrants are exercisable for an aggregate of 285,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. These $15 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.
The $18 Warrants are exercisable for an aggregate of 142,857 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. These $18 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.
The $20 Warrants are exercisable for an aggregate of 71,429 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. These $20 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.