BLUE APRON HOLDINGS, INC. filed this 4 on November, 21 2017
Blue Apron Holdings, Inc. (Form: 4, Received: 11/21/2017 16:25:57)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

First Round Capital IV, L.P.
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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4040 LOCUST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2017
(Street)

PHILADELPHIA, PA 19104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/17/2017     S    78689   D $3.0565   (1) 1257685   I   See Footnote   (2)
Class A Common Stock   11/17/2017     S    1374   D $3.0565   (1) 21967   I   See Footnote   (3)
Class A Common Stock   11/20/2017     S    107872   D $3.0213   (4) 1149813   I   See Footnote   (2)
Class A Common Stock   11/20/2017     S    1884   D $3.0213   (4) 20083   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.04 to $3.08, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.
(2)  The reported shares are directly owned by First Round Capital IV, L.P. ("FRC IV LP"). First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV LP except to the extent of any pecuniary interest therein.
(3)  The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. ("FRC IV Partners LP"). First Round Capital Management IV, L.P., the general partner of FRC IV Partners LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV Partners LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV Partners LP except to the extent of any pecuniary interest therein.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.0742, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
First Round Capital IV, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

First Round Capital IV Partners Fund, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

First Round Capital Management IV, L.P.
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

First Round Capital Management IV, LLC
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

Barnes Phineas
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

Fralic Christopher
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

Hayes Robert
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

Kopelman Joshua
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X

Trenchard William
4040 LOCUST STREET
PHILADELPHIA, PA 19104

X


Signatures
/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV Partners Fund, L.P. 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman 11/21/2017
** Signature of Reporting Person Date

/s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard 11/21/2017
** 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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