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*
Kozlowski Linda F
(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 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2021
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 05/25/2021 M 997 A (1) 83,294 D
Class A Common Stock 05/25/2021 M 997 A (1) 84,291 D
Class A Common Stock 05/25/2021 M 997 A (1) 85,288 D
Class A Common Stock 05/25/2021 M 997 A (1) 86,285 D
Class A Common Stock 05/25/2021 M 12,099 A (1) 98,384 D
Class A Common Stock 05/26/2021 S 6,165(2) D $4.7248 92,219 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) 05/25/2021 M 12,099 (3) (3) Class A Common Stock 12,099 $0 90,250 D
Restricted Stock Units (1) 05/25/2021 M 997 (4) (4) Class A Common Stock 997 $0 10,971 D
Restricted Stock Units (1) 05/25/2021 M 997 (5) (5) Class A Common Stock 997 $0 10,981 D
Restricted Stock Units (1) 05/25/2021 M 997 (6) (6) Class A Common Stock 997 $0 10,972 D
Restricted Stock Units (1) 05/25/2021 M 997 (7) (7) Class A Common Stock 997 $0 10,971 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. On May 25, 2019, the reporting person was granted 193,572 RSUs, scheduled to vest over four years, with 3.38% of the RSUs vesting on May 25, 2019, 6.25% of the RSUs vesting in equal quarterly installments (on each August 25, November 25, February 25 and May 25) over the following 15 quarterly periods, and the remaining 2.87% of the RSUs vesting on May 25, 2023.
4. On February 27, 2020, the reporting person was granted 15,957 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 through February 25, 2024.
5. On May 25, 2020, the reporting person was granted 15,957 RSUs, scheduled to vest over four years in quarterly installments, with 8.3125% of the RSUs scheduled to vest on each of August 25, 2020, November 25, 2020 and February 25, 2021, and with 6.25% of the remainder vesting on each August 25, November 25, February 25 and May 25 thereafter through February 25, 2024.
6. On August 25, 2020, the reporting person was granted 15,957 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 May 25, August 25, November 25, and February 25 through February 25, 2024.
7. On November 25, 2020, the reporting person was granted 15,957 RSUs, with 25% scheduled to vest on February 25, 2021 and the remainder scheduled to vest thereafter in equal quarterly installments, with 6.25% of the remainder vesting on each May 25, August 25, November 25, and February 25 through February 25, 2024.
/s/ Meredith Deutsch, as attorney-in-fact for Linda F. Kozlowski 05/27/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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