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

OMB APPROVAL

OMB Number:

3235-0287

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 * Bradley Julie MB	2. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 6/13/2020
(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	6/13/2020		M		12848 (1)	A	(2)	17008 (1)	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	(2)	6/13/2020		M			12848 (1)	(3)	(3)	Class A Common Stock	12848 (1)	$0	0	D
Restricted Stock Units	(4)	6/15/2020		A		8334		(5)	(5)	Class A Common Stock	8334 (1)	$0	8334 (1)	D

Explanation of Responses:
(1)	On June 14, 2019, the issuer effected a 1-for-15 reverse stock split of its Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 are on a post-Reverse Stock Split basis and are adjusted to reflect the Reverse Stock Split.
(2)	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.
(3)	On June 13, 2019, the reporting person was granted 12,848 RSUs, vesting in full on the earlier of June 13, 2020 and the date of the issuer's 2020 annual meeting of stockholders.
(4)	Each RSU represents a contingent right to receive one share of Class A Common Stock.
(5)	The RSUs are scheduled to vest in full on the earlier of June 15, 2021 and the date of the issuer's 2021 annual meeting of stockholders.

Remarks: Exhibit Index: 24.1 Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bradley Julie MB C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK, NY 10005	X

Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Julie M.B. Bradley		6/16/2020
**Signature of Reporting Person		Date