SEC Form 4 · accession 0001104659-17-044116
Blue Apron Holdings, Inc. · APRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth A Fox
Director
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2 | — | Jul 5, 2017 | C | 9,937,081 | A | — | — | Class A Common Stock | 9,937,081 | 9,937,081 | I |
| Series A Preferred StockF2,F3,F1 | — | Jul 5, 2017 | C | 1,801 | D | — | — | Class B Common Stock | 90,050 | 0 | I |
| Series C Preferred StockF2,F4,F1 | — | Jul 5, 2017 | C | 1,894,370 | D | — | — | Class B Common Stock | 9,471,850 | 0 | I |
| Series D Preferred StockF2,F5,F1 | — | Jul 5, 2017 | C | 375,181 | D | — | — | Class B Common Stock | 375,181 | 0 | I |
Explanation of responses
- F1The 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.
- F2These shares are owned directly by SG Growth Partners II, LP. SGGP II, LLC, the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP II, LLC. Mr. Fox disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- F3The Series A Preferred Stock converted into Class B Common Stock on a 50-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration. 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.
- F4The Series C Preferred Stock converted into Class B Common Stock on a five-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration. 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.
- F5The Series D Preferred Stock converted into Class B Common Stock on a one-for-one basis automatically upon the closing of the isuer's initial public offering of its Class A Common Stock without payment of consideration. 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.