Sanberg Joseph N. - Feb 14, 2022 Form 4 Insider Report for Blue Apron Holdings, Inc. (APRN)

Role
10%+ Owner
Signature
/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg
Stock symbol
APRN
Transactions as of
Feb 14, 2022
Transactions value $
$5,000,044
Form type
4
Date filed
2/15/2022, 04:00 PM
Previous filing
Nov 15, 2021
Next filing
Sep 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APRN Class A Common Stock Purchase $5M +357K +5.61% $14.00 6.72M Feb 14, 2022 By RJB Partners LLC F1, F2
holding APRN Class A Common Stock 214K Feb 14, 2022 Direct
holding APRN Class A Common Stock 1.25K Feb 14, 2022 By Aspiration Growth Opportunities II GP, LLC F3

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
transaction APRN Warrant (right to buy) Purchase $14.00 +1 $14.00 1 Feb 14, 2022 Class A Common Stock 286K $15.00 By RJB Partners LLC F1, F4
transaction APRN Warrant (right to buy) Purchase $14.00 +1 $14.00 1 Feb 14, 2022 Class A Common Stock 143K $18.00 By RJB Partners LLC F1, F5
transaction APRN Warrant (right to buy) Purchase $14.00 +1 $14.00 1 Feb 14, 2022 Class A Common Stock 71.4K $20.00 By RJB Partners LLC F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of February 14, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, purchased from the Issuer, for an aggregate purchase price of $5 million, (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share (the "$15 Warrants"), (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share (the "$18 Warrants") and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share (the "$20 Warrants").
F2 These securities are owned directly by 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.
F3 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.
F4 The $15 Warrants are exercisable for an aggregate of 285,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. These $15 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.
F5 The $18 Warrants are exercisable for an aggregate of 142,857 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. These $18 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.
F6 The $20 Warrants are exercisable for an aggregate of 71,429 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. These $20 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.