Home > Insider Trading > Filing (0001437749-23-028224)

Filing Details

Accession Number:: 0001437749-23-028224
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-13 16:36:02
Reporting Period:: 2023-10-11

Accepted Time:: 2023-10-13 16:36:02
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	Insider Title	Director	Officer	Large Shareholder	Other
1863754	Freshrealm, Inc.	1330 Calle Avanzado San Clemente CA 92673		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2023-10-11	1,268,574	$0.01	1,268,574	No	4	X	Direct
Class A Common Stock	Disposition	2023-10-11	984	$12.90	1,267,590	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrants	Disposition	2023-10-11	1,268,574	$0.00	1,268,574	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2030-06-09	No	4	X	Direct

Footnotes

Pursuant to and in connection with that certain Tender and Support Agreement (the "Tender and Support Agreement"), dated September 28, 2023, by and among the reporting person, Wonder Group, Inc. ("Parent") and Basil Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), entered into in connection with that certain Agreement and Plan of Merger (the "Merger Agreement") dated September 28, 2023, by and among the Issuer, Parent and Purchaser, whereby the Purchaser will merge with and into the Issuer (the "Merger"), following a tender offer by Purchaser (the "Offer") to purchase all of the outstanding shares of Class A Common Stock, par value $0.0001 per share, Class B Common Stock, $0.0001 par value per share, and Class C Capital Stock, $0.0001 par value per share, of the Issuer in exchange for $13.00 in cash per share, without interest and subject to certain adjustments,
(continued from footnote 1) the reporting person exercised its warrant to purchase 1,268,574 shares of the Issuer's Class A Common Stock for $0.01 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 984 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,267,590 shares. No fractional shares were issued.
Certain actions of the reporting person in connection with the Merger Agreement and the Offer and contemplated in the Tender and Support Agreement constitute an exception to the vesting condition and Standstill/Lock-up Period (as defined in the warrant), and as such, the warrant is currently exercisable.