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