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* Sanberg Joseph N. (Last) (First) (Middle) 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90067 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2021	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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	214,293	D
Class A Common Stock	6,362,783(1)	I	By RJB Partners LLC
Class A Common Stock	1,250(2)	I	By Aspiration Growth Opportunities II GP, LLC

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	11/04/2021	11/06/2028	Class A Common Stock	5,012,354.5822(3)	$15	I	By RJB Partners LLC
Warrants (right to buy)	11/04/2021	11/06/2028	Class A Common Stock	2,506,177.2911(4)	$18	I	By RJB Partners LLC
Warrants (right to buy)	11/04/2021	11/06/2028	Class A Common Stock	1,253,088.6455(5)	$20	I	By RJB Partners LLC

1. Name and Address of Reporting Person* Sanberg Joseph N. (Last) (First) (Middle) 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RJB Partners LLC (Last) (First) (Middle) C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Aspiration Growth Opportunities II GP, LLC (Last) (First) (Middle) C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. These securities are owned directly by RJB Partners LLC ("RJB Partners"), a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

2. These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

3. The amount reported reflects warrants ("$15 Warrants") exercisable for an aggregate of 5,012,354.58219726 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $15 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $15 Warrants are only exercisable for whole shares of Class A common stock.

4. The amount reported reflects warrants ("$18 Warrants") exercisable for an aggregate of 2,506,177.29109863 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $18 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $18 Warrants are only exercisable for whole shares of Class A common stock.

5. The amount reported reflects warrants ("$20 Warrants") exercisable for an aggregate of 1,253,088.64554932 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $20 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $20 Warrants are only exercisable for whole shares of Class A common stock.

Remarks:

Joseph N. Sanberg is the managing member of AGO II, which directly owns 1,250 shares of Class A common stock. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

	/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg	11/15/2021
	RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member.	11/15/2021
	Aspiration Growth Opportunities II GP, LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member.	11/15/2021
	** Signature of Reporting Person	Date
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