Joseph N. Sanberg - 04 Nov 2021 Form 3 Insider Report for Blue Apron Holdings, Inc.

Role
10%+ Owner
Signature
/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg
Issuer symbol
N/A
Transactions as of
04 Nov 2021
Net transactions value
$0
Form type
3
Filing time
15 Nov 2021, 05:30:45 UTC
Next filing
15 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding APRN Class A Common Stock 214,293 04 Nov 2021 Direct
holding APRN Class A Common Stock 6,362,783 04 Nov 2021 By RJB Partners LLC F1
holding APRN Class A Common Stock 1,250 04 Nov 2021 By Aspiration Growth Opportunities II GP, LLC F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding APRN Warrants (right to buy) 04 Nov 2021 Class A Common Stock 5,012,355 $15.00 By RJB Partners LLC F3
holding APRN Warrants (right to buy) 04 Nov 2021 Class A Common Stock 2,506,177 $18.00 By RJB Partners LLC F4
holding APRN Warrants (right to buy) 04 Nov 2021 Class A Common Stock 1,253,089 $20.00 By RJB Partners LLC F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.