X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. APRN 0001547069 First Round Capital IV, L.P. 100 FOUR FALLS CORPORATE CENTER SUITE 104 WEST CONSHOHOCKEN PA 19428 0 0 1 0 0001710037 First Round Capital Management IV, LLC 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001547073 First Round Capital IV Partners Fund, L.P. 100 FOUR FALLS CORPORATE CENTER SUITE 104 WEST CONSHOHOCKEN PA 19428 0 0 1 0 0001710157 Barnes Phineas 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001701579 Fralic Christopher 100 UNION SQUARE DRIVE NEW HOPE PA 18938 0 0 1 0 0001710113 Hayes Robert 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001512421 Kopelman Joshua 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710102 Trenchard William 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 Series A Preferred Stock Class B Common Stock 9795071 I See Footnote Series A Preferred Stock Class B Common Stock 171079 I See Footnote Series B Preferred Stock Class B Common Stock 4301765 I See Footnote Series B Preferred Stock Class B Common Stock 75135 I See Footnote Series C Preferred Stock Class B Common Stock 1603615 I See Footnote Series C Preferred Stock Class B Common Stock 28010 I See Footnote Series D Preferred Stock Class B Common Stock 7375 I See Footnote Series D Preferred Stock Class B Common Stock 129 I See Footnote The Series A Preferred Stock is convertible into the Issuer's Class B Common Stock on a 50-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering of its Class A Common Stock pursuant to a registration statement on Form S-1 (File No. 333-218425) under the Securities Act of 1933, as amended (the "IPO"). The shares have no expiration date. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis and has no expiration date. Upon the closing of the IPO, the Class B Common Stock will also be convertible into the Issuer's Class A Common Stock on the same basis upon certain transfers of such shares and at the holder's election. The reported shares are directly owned by First Round Capital IV, LP. ("FRC IV LP"). First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held FRC IV LP except to the extent of any pecuniary interest therein. The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. First Round Capital Management IV, L.P. the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held FRC IV LP except to the extent of any pecuniary interest therein. The Series B Preferred Stock is convertible into the Issuer's Class B Common Stock on a 50-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. The Series C Preferred Stock is convertible into the Issuer's Class B Common Stock on a five-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. The Series D Preferred Stock is convertible into the Issuer's Class B Common Stock on a one-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the IPO. The shares have no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman 2017-06-28 /s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard 2017-06-28