0001104659-23-116956.txt : 20231113 0001104659-23-116956.hdr.sgml : 20231113 20231113111954 ACCESSION NUMBER: 0001104659-23-116956 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231113 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deutsch Meredith L CENTRAL INDEX KEY: 0001607393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 231396561 MAIL ADDRESS: STREET 1: C/O MORGANS HOTEL GROUP CO. STREET 2: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 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: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 4 1 tm2330421-8_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-13 1 0001701114 Blue Apron Holdings, Inc. APRN 0001607393 Deutsch Meredith L C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK NY 10005 0 1 0 0 General Counsel & Corp. Sec'y 0 Class A Common Stock 2023-11-13 4 D 0 4245 D 0 D Restricted Stock Unit 2023-11-13 4 D 0 6677 D Class A Common Stock 6677 0 D Performance Stock Unit 2023-11-13 4 A 0 2208 D Class A Common Stock 2208 0 D Performance Stock Unit 2023-11-13 4 D 0 2208 D Class A Common Stock 2208 0 D In connection with that certain Agreement and Plan of Merger by and among Blue Apron Holdings, Inc. (the "Company"), Wonder Group, Inc., and Basil Merger Corporation, dated as of September 28, 2023 (the "Merger Agreement") and the related tender offer, the Reporting Person became entitled to receive, in respect of each share of the Company's Class A Common Stock, an amount in cash equal to $13.00. Each restricted stock unit ("RSU") represented the right to receive one share of the Company's Class A Common Stock. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time (as defined in the Merger Agreement), each RSU that was outstanding vested in full (to the extent unvested) and was cancelled and converted into the right to receive from the Surviving Corporation (as defined in the Merger Agreement) an amount of cash from the Surviving Corporation equal to the product of (1) the total number of shares of Class A Common Stock underlying each RSU multiplied by (2) $13.00 (without interest and subject to any applicable withholding tax). Each performance stock unit ("PSU") represented the right to receive one share of the Company's Class A Common Stock. The PSUs were eligible to vest based on the achievement of the Company's total shareholder return ("TSR") over the applicable performance period relative to the TSR of the group companies in the Russell 2000 Index. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each PSU that was outstanding and which vested (to the extent unvested) as a result of any applicable performance-vesting condition becoming satisfied in connection with the Merger, was cancelled and converted into the right to receive from the Surviving Corporation an amount of cash from the Surviving Corporation equal to the product of (1) the total number of shares of Class A Common Stock underlying each PSU multiplied by (2) $13.00 (without interest and subject to any applicable withholding tax). /s/ Meredith Deutsch 2023-11-13