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Filing Details

Accession Number:: 0000899243-22-030583
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-09-07 16:29:44
Reporting Period:: 2022-04-29

Accepted Time:: 2022-09-07 16:29:44
Original Submission Date:: 2022-05-02
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	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
1930806	Long Live Bruce, Llc	C/O Joseph N. 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	2022-04-29	1,666,666	$12.00	1,666,666	No	4	P	Indirect	By Long Live Bruce, LLC
Class A Common Stock	Acquisiton	2022-09-07	10,000,000	$5.65	10,000,000	No	4	P	Indirect	By Remember Bruce, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Long Live Bruce, LLC
No	4	P	Indirect	By Remember Bruce, 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	2022-04-29	1	$0.00	200,000	$15.00

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	5	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	6,719,926	Indirect	By RJB Partners LLC
Class A Common Stock	214,293	Direct
Class A Common Stock	1,250	Indirect	By Aspiration Growth Opportunities II GP, LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Warrant (right to buy)	$15.00	2022-02-14	2029-02-14	85,714	1	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2029-02-14	85,714	1	Indirect

Footnotes

In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of April 29, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, agreed to purchase from the Issuer, for an aggregate purchase price of $40 million, 3,333,333 shares of Class A common stock, 1,666,666 of which shares (the "Initial Shares") were acquired on April 29, 2022 in connection with the closing of the initial acquisition of securities contemplated by the Purchase Agreement and the remaining 1,666,667 of such shares (the "Subsequent Shares") will be acquired by RJB Partners on May 30, 2022 (or such other date as mutually agreed by RJB Partners and the Issuer), subject to customary closing conditions.
(Continued from footnote 1) On April 29, 2022, RJB Partners assigned to Long Live Bruce, LLC, an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce, its right to acquire the Initial Shares to Long Live Bruce and Long Live Bruce assumed RJB Partners' obligations in respect of the Initial Shares, including the payment of the purchase price thereof.
On August 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into an amendment to the Purchase Agreement (the "Purchase Agreement Amendment") pursuant to which RJB Partners agreed to purchase from the Issuer on August 31, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) (such date, the "Subsequent Closing") (i) the Subsequent Shares at a price of $5.00 per share instead of $12.00 per share and (ii) an additional 8,333,333 shares of Class A Common Stock at a price of $5.00 per share (the "Additional Subsequent Shares").
On September 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into a second amendment to the Purchase Agreement (the "Second Purchase Agreement Amendment" and together with the Purchase Agreement Amendment, the "Purchase Agreement Amendments") pursuant to which RJB Partners and the Issuer mutually agreed to (i) extend the Subsequent Closing to September 30, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) and (ii) increase the price per share of Class A Common Stock to be acquired by RJB Partners on September 30, 2022 from $5.00 to $5.65. As a result, RJB Partners or its assignees have purchased or will purchase pursuant to the Purchase Agreement (as amended by the Purchase Agreement Amendments), an aggregate of 11,666,666 shares of Class A Common Stock for $75,000,000.
(Continued from footnote 4) On September 7, 2022, RJB Partners assigned to Remember Bruce, LLC ("Remember Bruce"), an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce, its right to acquire the Subsequent Shares and Additional Subsequent Shares to Remember Bruce and Remember Bruce assumed RJB Partners' obligations in respect of the Subsequent Shares and Additional Subsequent Shares, including the payment of the purchase price thereof.
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 Long Live Bruce, LLC ("Long Live Bruce"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce. 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 Remember Bruce, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce. 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.
In connection with the transactions contemplated by the Purchase Agreement, RJB Partners transferred warrants exercisable for an aggregate 200,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to Metropolitan Partners Fund VI, LP, Metropolitan Partners Fund VI, LP and Metropolitan Levered Partners Fund VII, LP. As a result of the transfer of the $15 Warrants described in the foregoing sentence, RJB Partners owns $15 Warrants exercisable for an aggregate of 85,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants.