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