0001104659-17-042237.txt : 20170628 0001104659-17-042237.hdr.sgml : 20170628 20170628211952 ACCESSION NUMBER: 0001104659-17-042237 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170628 FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 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: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SG Growth Partners II, LP CENTRAL INDEX KEY: 0001534828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936640 BUSINESS ADDRESS: STREET 1: 70 EAST 55TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 823-0720 MAIL ADDRESS: STREET 1: 70 EAST 55TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10022 3 1 a3.xml 3 X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. APRN 0001534828 SG Growth Partners II, LP 402 WEST 13TH STREET, 4TH FLOOR NEW YORK NY 10014 0 0 1 0 Series A Preferred Stock Class B Common Stock 90050 D Series C Preferred Stock Class B Common Stock 9471850 D Series D Preferred Stock Class B Common Stock 375181 D 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. SGGP II, LLC, the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. 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. /s/ Wayne Marino, authorized signatory 2017-06-28