SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Simpson Danielle

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

28 LIBERTY STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2021

3. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	6,586	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,150	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class A Common Stock	2,501	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,503	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,501	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,501	⁽²⁾	D
Performance Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	43,000	⁽⁸⁾	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis.

2. On November 25, 2019, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 17,150 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through November 25, 2023.

3. On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25 and February 25) through February 25, 2024.

4. On May 25, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 2,503 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25 and May 25) through February 25, 2024.

5. On August 25, 2020, the reporting person was granted RSUs, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25 and August 25) through February 25, 2024.

6. On December 2, 2020, the reporting person was granted RSUs, of which the remaining 2,501 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2024.

7. Each performance stock unit ("PSU") represents a right to receive one share of Class A Common Stock.

8. On March 1, 2021, the reporting person was granted 43,000 PSUs. Vesting of 50%, 25% and 25% of the PSUs is subject to the issuer's Class A Common Stock achieving certain minimum unweighted closing prices per share averaged over a 30 consecutive trading day period prior to February 25, 2024. PSUs that meet the stock price targets referred to in the prior sentence will vest (i) 50% on the later to occur of (A) the date a stock price target is met and (B) February 25, 2022 and (ii) 50% on February 25, 2024. Any PSUs that have not achieved the performance targets by February 25, 2024 shall expire and have no further force or effect.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Meredith Deutsch, as attorney-in-fact for Danielle Simpson	03/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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