0001437749-23-028224.txt : 20231013 0001437749-23-028224.hdr.sgml : 20231013 20231013163602 ACCESSION NUMBER: 0001437749-23-028224 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231011 FILED AS OF DATE: 20231013 DATE AS OF CHANGE: 20231013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FreshRealm, Inc. CENTRAL INDEX KEY: 0001863754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 231325416 BUSINESS ADDRESS: STREET 1: 1330 CALLE AVANZADO CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 800-264-1297 MAIL ADDRESS: STREET 1: 1330 CALLE AVANZADO CITY: SAN CLEMENTE STATE: CA ZIP: 92673 FORMER NAME: FORMER CONFORMED NAME: FreshRealm, LLC DATE OF NAME CHANGE: 20210521 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Apron Holdings, Inc. CENTRAL INDEX KEY: 0001701114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 814777373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 4 1 rdgdoc.xml FORM 4 X0508 4 2023-10-11 0001701114 Blue Apron Holdings, Inc. APRN 0001863754 FreshRealm, Inc. 1330 CALLE AVANZADO SAN CLEMENTE CA 92673 1 0 Class A Common Stock 2023-10-11 4 X 0 1268574 0.01 A 1268574 D Class A Common Stock 2023-10-11 4 S 0 984 12.90210 D 1267590 D Warrants 0.01 2023-10-11 4 X 0 1268574 0 D 2030-06-09 Class A Common Stock 1268574 0 D 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, (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. 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. /s/ Derek Anguilm, Chief Financial Officer 2023-10-13