SEC Form 4 · accession 0001209191-17-059728
Blue Apron Holdings, Inc. · APRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Joshua Kopelman
10% Owner
First Round Capital IV, L.P.
10% Owner
Christopher Fralic
10% Owner
William Trenchard
10% Owner
Robert Hayes
10% Owner
Phineas Barnes
10% Owner
Period of report
Nov 6, 2017
Accepted (ET)
Nov 8, 2017 · 4:04 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 StockF1 | Nov 6, 2017 | C | 3,141,565 | $0.00 | A | 3,141,565 | I | See Footnote |
| Class A Common StockF2 | Nov 6, 2017 | C | 54,871 | $0.00 | A | 54,871 | I | See Footnote |
| Class A Common StockF3,F1 | Nov 7, 2017 | S | 1,435,365 | $3.2563 | D | 1,706,200 | I | See Footnote |
| Class A Common StockF3,F2 | Nov 7, 2017 | S | 25,070 | $3.2563 | D | 29,801 | 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 StockF1,F4 | — | Nov 6, 2017 | C | 3,141,565 | D | — | — | Class A Common Stock | 3,141,565 | 12,566,261 | I |
| Class B Common StockF2,F4 | — | Nov 6, 2017 | C | 54,871 | D | — | — | Class A Common Stock | 54,871 | 219,482 | I |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.03 to $3.67, 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 3 to this Form 4.
- F4The 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.