Terri Leitgeb - Nov 13, 2023 Form 4 Insider Report for Blue Apron Holdings, Inc. (APRN)

Signature
/s/ Meredith L. Deutsch, as attorney-in-fact for Theresa Leitgeb
Stock symbol
APRN
Transactions as of
Nov 13, 2023
Transactions value $
$0
Form type
4
Date filed
11/13/2023, 11:14 AM
Previous filing
Aug 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APRN Class A Common Stock Disposed to Issuer -1.7K -100% 0 Nov 13, 2023 Direct F1

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 Restricted Stock Unit Disposed to Issuer -6.67K -100% 0 Nov 13, 2023 Class A Common Stock 6.67K Direct F2, F3
transaction APRN Performance Stock Unit Award -1.75K -100% 0 Nov 13, 2023 Class A Common Stock 1.75K Direct F4, F5
transaction APRN Performance Stock Unit Disposed to Issuer -1.75K -100% 0 Nov 13, 2023 Class A Common Stock 1.75K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Terri Leitgeb is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with that certain Agreement and Plan of Merger by and among Blue Apron Holdings, Inc. (the "Company"), Wonder Group, Inc., and Basil Merger Corporation, dated as of September 28, 2023 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's Class A Common Stock, an amount in cash equal to $13.00.
F2 Each restricted stock unit ("RSU") represented the right to receive one share of the Company's Class A Common Stock.
F3 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each RSU that was outstanding vested in full (to the extent unvested) and was cancelled and converted into the right to receive from the Surviving Corporation (as defined in the Merger Agreement) an amount of cash from the Surviving Corporation equal to the product of (1) the total number of shares of Class A Common Stock underlying each RSU multiplied by (2) $13.00 (without interest and subject to any applicable withholding tax).
F4 Each performance stock unit ("PSU") represented the right to receive one share of the Company's Class A Common Stock. The PSUs were eligible to vest based on the achievement of the Company's total shareholder return ("TSR") over the applicable performance period relative to the TSR of the group companies in the Russell 2000 Index.
F5 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each PSU that was outstanding and which vested (to the extent unvested) as a result of any applicable performance-vesting condition becoming satisfied in connection with the Merger, was cancelled and converted into the right to receive from the Surviving Corporation an amount of cash from the Surviving Corporation equal to the product of (1) the total number of shares of Class A Common Stock underlying each PSU multiplied by (2) $13.00 (without interest and subject to any applicable withholding tax).