FreshRealm, Inc. - Oct 11, 2023 Form 4 Insider Report for Blue Apron Holdings, Inc. (APRN)

Role: 10%+ Owner
Signature: /s/ Derek Anguilm, Chief Financial Officer
Stock symbol: APRN
Transactions as of: Oct 11, 2023
Transactions value $: -$10
Form type: 4
Date filed: 10/13/2023, 04:36 PM
Previous filing: Jun 20, 2023
Next filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APRN	Class A Common Stock	Exercise of in-the-money or at-the-money derivative security	$12.7K	+1.27M		$0.01^*	1.27M	Oct 11, 2023	Direct
transaction	APRN	Class A Common Stock	Sale	-$12.7K	-984	-0.08%	$12.90	1.27M	Oct 11, 2023	Direct	F1, 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
transaction	APRN	Warrants	Exercise of in-the-money or at-the-money derivative security	$0	-1.27M	-100%	$0.00^*	0	Oct 11, 2023	Class A Common Stock	1.27M	$0.01	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Pursuant to and in connection with that certain Tender and Support Agreement (the "Tender and Support Agreement"), dated September 28, 2023, by and among the reporting person, Wonder Group, Inc. ("Parent") and Basil Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), entered into in connection with that certain Agreement and Plan of Merger (the "Merger Agreement") dated September 28, 2023, by and among the Issuer, Parent and Purchaser, whereby the Purchaser will merge with and into the Issuer (the "Merger"), following a tender offer by Purchaser (the "Offer") to purchase all of the outstanding shares of Class A Common Stock, par value $0.0001 per share, Class B Common Stock, $0.0001 par value per share, and Class C Capital Stock, $0.0001 par value per share, of the Issuer in exchange for $13.00 in cash per share, without interest and subject to certain adjustments,
F2	(continued from footnote 1) the reporting person exercised its warrant to purchase 1,268,574 shares of the Issuer's Class A Common Stock for $0.01 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 984 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,267,590 shares. No fractional shares were issued.
F3	Certain actions of the reporting person in connection with the Merger Agreement and the Offer and contemplated in the Tender and Support Agreement constitute an exception to the vesting condition and Standstill/Lock-up Period (as defined in the warrant), and as such, the warrant is currently exercisable.