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