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