SEC Form 4 · accession 0000899243-19-005318
Blue Apron Holdings, Inc. · APRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert P Goodman
Director
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 | 0 | $0.00 | A | 0 | I | See footnotes |
| Class A Common StockF2,F4 | Feb 26, 2019 | S$0 | 0 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF5 | holding | — | — | — | 23,234 | D |
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,F4,F6 | — | Feb 26, 2019 | C | 0 | D | — | — | Class A Common Stock | 0 | 0 | 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.
- F4Mr. Goodman is a director of each of Deer VIII & Co. Ltd. ("Deer VIII Ltd") and Deer VIII & Co. L.P. ("Deer VIII LP" and, together with Deer VIII Ltd and the BVP VIII Funds, the "BVP VIII Entities"), the general partner of each of the BVP VIII Funds. Mr. Goodman disclaims beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, and his indirect limited partnership interest in the BVP VIII Funds.
- F5The Reporting Person has agreed to assign to Deer Management Co. LLC any proceeds from the sale of the shares of Class A Common Stock held by the Reporting Person.
- F6After 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.