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APRN Blue Apron Holdings Inc

6.14
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Blue Apron Holdings Inc NYSE:APRN NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 6.14 0 01:00:00

Initial Statement of Beneficial Ownership (3)

15/11/2021 11:54am

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sanberg Joseph N.
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/4/2021 

3. Issuer Name and Ticker or Trading Symbol

Blue Apron Holdings, Inc. [APRN]
(Last)        (First)        (Middle)

528 PALISADES DRIVE, #545, 
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

PACIFIC PALISADES, CA 90067      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 214293 D  
Class A Common Stock 6362783 (1)I By RJB Partners LLC 
Class A Common Stock 1250 (2)I By Aspiration Growth Opportunities II GP, LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (right to buy) 11/4/2021 11/6/2028 Class A Common Stock 5012354.5822 (3)$15.00 I By RJB Partners LLC 
Warrants (right to buy) 11/4/2021 11/6/2028 Class A Common Stock 2506177.2911 (4)$18.00 I By RJB Partners LLC 
Warrants (right to buy) 11/4/2021 11/6/2028 Class A Common Stock 1253088.6455 (5)$20.00 I By RJB Partners LLC 

Explanation of Responses:
(1) These securities are owned directly by RJB Partners LLC ("RJB Partners"), a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
(2) These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
(3) The amount reported reflects warrants ("$15 Warrants") exercisable for an aggregate of 5,012,354.58219726 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $15 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $15 Warrants are only exercisable for whole shares of Class A common stock.
(4) The amount reported reflects warrants ("$18 Warrants") exercisable for an aggregate of 2,506,177.29109863 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $18 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $18 Warrants are only exercisable for whole shares of Class A common stock.
(5) The amount reported reflects warrants ("$20 Warrants") exercisable for an aggregate of 1,253,088.64554932 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $20 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $20 Warrants are only exercisable for whole shares of Class A common stock.

Remarks:
Joseph N. Sanberg is the managing member of AGO II, which directly owns 1,250 shares of Class A common stock. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sanberg Joseph N.
528 PALISADES DRIVE, #545
PACIFIC PALISADES, CA 90067

X

RJB Partners LLC
C/O JOSEPH N. SANBERG
528 PALISADES DRIVE, #545
PACIFIC PALISADES, CA 90067

X

Aspiration Growth Opportunities II GP, LLC
C/O JOSEPH N. SANBERG
528 PALISADES DRIVE, #545
PACIFIC PALISADES, CA 90067



See Remarks

Signatures
/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg11/15/2021
**Signature of Reporting PersonDate

RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member.11/15/2021
**Signature of Reporting PersonDate

Aspiration Growth Opportunities II GP, LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member.11/15/2021
**Signature of Reporting PersonDate

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