0001104659-21-030167.txt : 20210301 0001104659-21-030167.hdr.sgml : 20210301 20210301173043 ACCESSION NUMBER: 0001104659-21-030167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210225 FILED AS OF DATE: 20210301 DATE AS OF CHANGE: 20210301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kozlowski Linda F CENTRAL INDEX KEY: 0001675052 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 21699787 BUSINESS ADDRESS: BUSINESS PHONE: 718-855-7956 MAIL ADDRESS: STREET 1: 117 ADAMS STREET CITY: BROOKLYN STATE: NY ZIP: 11201 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 tm218288-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-02-25 0 0001701114 Blue Apron Holdings, Inc. APRN 0001675052 Kozlowski Linda F C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK NY 10005 1 1 0 0 President and CEO Class A Common Stock 2021-02-25 4 M 0 12099 A 72010 D Class A Common Stock 2021-02-25 4 M 0 998 A 73008 D Class A Common Stock 2021-02-25 4 M 0 1327 A 74335 D Class A Common Stock 2021-02-25 4 M 0 1994 A 76329 D Class A Common Stock 2021-02-25 4 M 0 3989 A 80318 D Class A Common Stock 2021-02-26 4 S 0 8721 8.6425 D 71597 D Restricted Stock Units 2021-02-25 4 M 0 12099 0 D Class A Common Stock 12099 102349 D Restricted Stock Units 2021-02-25 4 M 0 998 0 D Class A Common Stock 998 11968 D Restricted Stock Units 2021-02-25 4 M 0 1327 0 D Class A Common Stock 1327 11978 D Restricted Stock Units 2021-02-25 4 M 0 1994 0 D Class A Common Stock 1994 11969 D Restricted Stock Units 2021-02-25 4 M 0 3989 0 D Class A Common Stock 3989 11968 D Performance Stock Unit 2021-03-01 4 A 0 100000 0 A Class A Common Stock 100000 100000 D Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date. The reported transaction relating to shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II resulted in the reporting person's realization of a short-swing profit under Section 16(b) of the Securities Exchange Act of 1934 amounting to $14,040.80. The reporting person has paid the full amount of the profit to the issuer. Represents the shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person. Represents the weighted average sale price for shares sold in multiple transactions. Sale prices ranged from $8.6414 to $8.6980 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. On May 25, 2019, the reporting person was granted 193,572 RSUs, scheduled to vest over four years, with 3.38% of the RSUs vesting on May 25, 2019, 6.25% of the RSUs vesting in equal quarterly installments (on each August 25, November 25, February 25 and May 25) over the following 15 quarterly periods, and the remaining 2.87% of the RSUs vesting on May 25, 2023. On February 26, 2020, the reporting person was granted 15,957 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 26, 2020. On May 25, 2020, the reporting person was granted 15,957 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each August 25, November 25, February 25 and May 25 over the four-year period following May 25, 2020. On August 25, 2020, the reporting person was granted 15,957 RSUs, with 12.5% of the RSUs scheduled to vest on each of November 25, 2020 and February 25, 2021 and the remainder scheduled to vest thereafter in quarterly installments, with 6.25% of the remainder vesting on each May 25, August 25, November 25, and February 25 thereafter over the four-year period beginning on May 25, 2021. On November 25, 2020, the reporting person was granted 15,957 RSUs, with 25% scheduled to vest on February 25, 2021 and the remainder scheduled to vest thereafter in equal quarterly installments, with 6.25% of the remainder vesting on each May 25, August 25, November 25, and February 25 thereafter over the four-year period beginning on May 25, 2021. Each performance stock unit ("PSU") represents a right to receive one share of Class A Common Stock. On March 1, 2021, the reporting person was granted 100,000 PSUs. Vesting of 50%, 25% and 25% of the PSUs is subject to the issuer's Class A Common Stock achieving certain minimum unweighted closing prices per share averaged over a 30 consecutive trading day period prior to February 25, 2024. PSUs that meet the stock price targets referred to in the prior sentence will vest (i) 50% on the later to occur of (A) the date a stock price target is met and (B) February 25, 2022 and (ii) 50% on February 25, 2024. Any PSUs that have not achieved the performance targets by February 25, 2024 shall expire and have no further force or effect. /s/ Meredith Deutsch, as attorney-in-fact for Linda F. Kozlowksi 2021-03-01