SEC Form 4 · accession 0000899243-17-018085
Blue Apron Holdings, Inc. · APRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bessemer Venture Partners VIII L.P.
10% Owner
Deer VIII & Co. L.P.
10% Owner
Deer VIII & Co. Ltd.
10% Owner
Period of report
Jul 5, 2017
Accepted (ET)
Jul 7, 2017 · 6:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701114
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2 | — | Jul 5, 2017 | C | 295,546 | D | — | — | Class B Common Stock | 14,777,330 | 0 | I |
| Series B Preferred StockF2,F3 | — | Jul 5, 2017 | C | 350,153 | D | — | — | Class B Common Stock | 17,507,650 | 0 | I |
| Series C Preferred StockF2,F4 | — | Jul 5, 2017 | C | 725,528 | D | — | — | Class B Common Stock | 3,627,640 | 0 | I |
| Series D Preferred StockF2,F5 | — | Jul 5, 2017 | C | 375,181 | D | — | — | Class B Common Stock | 375,181 | 0 | I |
| Class B Common StockF2,F7,F6 | — | Jul 5, 2017 | C | 36,287,771 | A | — | — | Class A Common Stock | 36,287,771 | 36,287,771 | I |
Explanation of responses
- F1The Series A Preferred Stock converted into Class B Common Stock on a 50:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") owned 161,369 shares and 134,177 shares, respectively, of Series A Preferred Stock.
- F2Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
- F3The Series B Preferred Stock converted into Class B Common Stock on a 50:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 191,184 shares and 158,969 shares, respectively, of Series B Preferred Stock.
- F4The Series C Preferred Stock converted into Class B Common Stock on a 5:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series C Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. Prior to the conversion, BVP VIII Inst and BVP VIII owned 396,139 shares and 329,389 shares, respectively, of Series C Preferred Stock.
- F5The Series D Preferred Stock converted into Class B Common Stock on a 1:1 basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration in an exempt transaction pursuant to Rules 16b-6 and 16b-7. The Series D Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date. As of the date hereof, BVP VIII Inst and BVP VIII own 204,849 shares and 170,332 shares, respectively, of Series D Preferred Stock.
- F6The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election and has no expiration date.
- F7As of the date hereof, BVP VIII Inst and BVP VIII own 19,813,194 shares and 16,474,577 shares, respectively, of Class B Common Stock.