Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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 * Deutsch Meredith L	2. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) General Counsel and Corp.Sec'y
(Last)          (First)          (Middle) C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/25/2020
(Street) NEW YORK, NY 10005 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	5/25/2020		M		416	A	(1)	416	D
Class A Common Stock	5/26/2020		S		163 (2)	D	$8.1611 (3)	253	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	5/25/2020		M			416	(4)	(4)	Class A Common Stock	416	$0	6251	D
Restricted Stock Units	(1)	5/25/2020		A		6667		(5)	(5)	Class A Common Stock	6667	$0	6667	D

Explanation of Responses:
(1)	Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date.
(2)	Represents the shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person.
(3)	Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $8.0775 to $8.1617 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
(4)	On February 26, 2020, the reporting person was granted 6,667 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 26, 2020.
(5)	On May 25, 2020, the reporting person was granted 6,667 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each August 25, November 25, February 25 and May 25 over the four-year period following May 25, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Deutsch Meredith L C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK, NY 10005			General Counsel and Corp.Sec'y

Signatures
/s/ Meredith Deutsch		5/27/2020
**Signature of Reporting Person		Date