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

Role: General Counsel & Corp. Sec'y
Signature: /s/ Meredith Deutsch
Stock symbol: APRN
Transactions as of: Nov 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/13/2023, 11:19 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		-4.25K	-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		-6.68K	-100%		0	Nov 13, 2023	Class A Common Stock	6.68K		Direct	F2, F3
transaction	APRN	Performance Stock Unit	Award		-2.21K	-100%		0	Nov 13, 2023	Class A Common Stock	2.21K		Direct	F4, F5
transaction	APRN	Performance Stock Unit	Disposed to Issuer		-2.21K	-100%		0	Nov 13, 2023	Class A Common Stock	2.21K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Meredith Deutsch 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).