0000315066-18-002414.txt : 20181009 0000315066-18-002414.hdr.sgml : 20181009 20181009161127 ACCESSION NUMBER: 0000315066-18-002414 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181009 DATE AS OF CHANGE: 20181009 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90031 FILM NUMBER: 181113775 BUSINESS ADDRESS: STREET 1: 40 WEST 23RD STREET CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 40 WEST 23RD STREET CITY: NEW YORK STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043532603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G/A 1 20181010_7170800113GFMR55246.txt FMR LLC SCHEDULE 13G SCHEDULE 13G Amendment No. 5 BLUE APRON HOLDINGS INC CLASS A COMMON STOCK Cusip #09523Q101 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #09523Q101 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 409,000 Item 6: 0 Item 7: 1,994,573 Item 8: 0 Item 9: 1,994,573 Item 11: 3.205% Item 12: HC Cusip #09523Q101 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,994,573 Item 8: 0 Item 9: 1,994,573 Item 11: 3.205% Item 12: IN Item 1(a). Name of Issuer: BLUE APRON HOLDINGS INC Item 1(b). Address of Issuer's Principal Executive Offices: 40 WEST 23RD STREET New York, NY 10010 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK Item 2(e). CUSIP Number: 09523Q101 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 1,994,573 (b) Percent of Class: 3.205% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 409,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of : 1,994,573 (iv) shared power to dispose or to direct the disposition of : 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC. No one other person's interest in the CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC is more than five percent of the total outstanding CLASS A COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 9, 2018 Date /s/ Kevin M. Meagher Signature Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FMR CO., INC IA Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on October 9, 2018, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the CLASS A COMMON STOCK of BLUE APRON HOLDINGS INC at September 28, 2018. FMR LLC By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries Abigail P. Johnson By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 30, 2018, by and on behalf of Abigail P. Johnson Exhibit List Exhibit 24 - Powers of Attorney EX-24 2 POAFMRLLC09302018.txt POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Effective September 28, 2018, the undersigned does hereby appoint Kevin M. Meagher, with full power of substitution, as the true and lawful attorney of the undersigned, with full power and authority to execute such documents and to make such regulatory or other filings and amendments thereto as shall from time to time be required pursuant to the Securities Exchange Act of 1934, as amended, any rules or regulations adopted thereunder, and such other U.S. and non-U.S. laws, rules or regulations as shall from time to time be applicable in respect of the beneficial ownership of securities directly or indirectly attributable to the undersigned and its direct and indirect subsidiaries, and generally to do all such things in the name and on behalf of the undersigned in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such filings to be completed and filed. This Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. This Power of Attorney has been executed as of the 28th day of September, 2018. FMR LLC By /s/ Michael Kearney Michael Kearney Treasurer POWER OF ATTORNEY Effective as of the date hereof, the undersigned does hereby appoint Kevin M. Meagher, with full power of substitution, as the true and lawful attorney of the undersigned, with full power and authority to execute such documents and to make such regulatory or other filings and amendments thereto as shall from time to time be required pursuant to the Securities Exchange Act of 1934, as amended, any rules or regulations adopted thereunder, and such other U.S. and non-U.S. laws, rules or regulations as shall from time to time be applicable in respect of the beneficial ownership of securities directly or indirectly attributable to the undersigned. I hereby ratify and confirm all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. This Power of Attorney has been executed as of September 30, 2018. By /s/ Abigail P. Johson Abigail P. Johnson Dated: September 30, 2018 POWER OF ATTORNEY I, the undersigned President of the Fidelity Equity and High Income Funds (the "Funds") for which Fidelity Management & Research Company, FMR Co., Inc. or Fidelity SelectCo, LLC serves as investment adviser, hereby constitute and appoint Kevin M. Meagher, with full power of substitution, as my true and lawful attorney-in-fact, with full power to sign for me and in my name in the appropriate capacities, to notify companies and to sign such notices or filings or amendments thereto (the "Filings"), in respect of interest in shares held, directly or beneficially, by the Funds or by companies, and their direct or indirect subsidiaries, of which the Funds are principal shareholders, pursuant to Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1(a) thereunder, as well as the Companies Act (U.K.) 1985, as amended, and such other U.S. and non-U.S. laws and regulations, including but not limited to Canadian laws and regulations, as shall from time to time be applicable to the Funds, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such Filings to be completed and filed. The Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. By /s/ Stacie Smith Stacie Smith President Dated: September 20, 2018 POWER OF ATTORNEY I, the undersigned President of the Fidelity Fixed Income and Asset Allocation Funds (the "Funds") for which Fidelity Management & Research Company, FMR Co., Inc. or Fidelity Investments Money Management, Inc. serves as investment adviser, hereby constitute and appoint Kevin M. Meagher, with full power of substitution, as the true and lawful attorney-in-fact, with full power to sign for me and in my name in the appropriate capacities, to notify companies and to sign such notices or filings or amendments thereto (the "Filings"), in respect of interest in shares held, directly or beneficially, by the Funds or by companies, and their direct or indirect subsidiaries, of which the Funds are principal shareholders, pursuant to Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1(a) thereunder, as well as the Companies Act (U.K.) 1985, as amended, and such other U.S. and non-U.S. laws and regulations, including but not limited to Canadian laws and regulations as shall from time to time be applicable to the Funds, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such Filings to be completed and filed. The Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. By /s/ Laura Del Prato Laura Del Prato President Dated: September 24, 2018 POWER OF ATTORNEY I, the undersigned Secretary of the funds (the "Funds") for which Strategic Advisers LLC serves as investment adviser, hereby constitute and appoint Kevin M. Meagher, with full power of substitution, as the true and lawful attorney-in-fact, with full power to sign for me and in my name in the appropriate capacities, to notify companies and to sign such notices or filings or amendments thereto (the "Filings"), in respect of interest in shares held, directly or beneficially, by the Funds or by companies, and their direct or indirect subsidiaries, of which the Funds are principal shareholders, pursuant to Sections 13(d), 13(f), 13(g), 14(d), and 16 of the Securities Exchange Act of 1934, as amended, and Rule 16a-1(a) thereunder, as well as the Companies Act (U.K.) 1985, as amended, and such other U.S. and non-U.S. laws and regulations, including but not limited to Canadian laws and regulations, as shall from time to time be applicable to the Funds, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such Filings to be completed and filed. The Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing. By /s/ John Hitt John Hitt Secretary Dated: September 17, 2018