SEC Form 4 · accession 0000899243-19-005317
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
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 9:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701114
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3,F1,F4 | Feb 26, 2019 | C | 15,000,000 | $0.00 | A | 15,000,000 | I | See footnotes |
| Class A Common StockF2,F4 | Feb 26, 2019 | S | 15,000,000 | $1.15 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F1,F5,F4 | — | Feb 26, 2019 | C | 15,000,000 | D | — | — | Class A Common Stock | 15,000,000 | 21,287,771 | I |
Explanation of responses
- F1Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder without payment or consideration and has no expiration date.
- F2On February 26, 2019, Bessemer Venture Partners VIII L.P. ("BVP VIII") sold 6,809,971 shares of Class A Common Stock and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst" and together with BVP VIII, the "BVP VIII Funds") sold 8,190,029 shares of Class A Common Stock, each at a single execution price of $1.15 per share of Class A Common Stock.
- F3Represents 6,809,971 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII and 8,190,029 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII Inst. After the foregoing conversion, BVP VIII and BVP VIII Inst own 6,809,971 shares and 8,190,029 shares, respectively, of Class A Common Stock.
- F4Deer VIII & Co. Ltd. ("Deer VIII Ltd") is the general partner of Deer VIII & Co. L.P. ("Deer VII LP" and, together with the BVP VIII Funds and Deer VIII Ltd, the "BVP Entities"), which is the general partner of the BVP VIII Funds. Deer VIII Ltd and Deer VIII LP disclaim beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that Deer VIII Ltd and Deer VIII LP 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 BVP VIII Funds.
- F5After the foregoing conversion, BVP VIII and BVP VIII Inst own 9,664,606 shares and 11,623,165 shares, respectively, of Class B Common Stock.