X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. NYSE:APRN 0001508900 Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508902 Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559306 Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559311 Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE LARCHMON NY 10538 0 0 1 0 Series A Preferred Stock Class B Common Stock 14777300 I See footnotes Series B Preferred Stock Class B Common Stock 17507650 I See footnotes Series C Preferred Stock Class B Common Stock 3627640 I See footnotes Series D Preferred Stock Class B Common Stock 375181 I See footnotes The Series A Preferred Stock is convertible into Class B Common Stock on a 50:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") own 161,369 shares and 134,177 shares, respectively, of Series A Preferred Stock. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis and at the holder's election and has no expiration date. Upon the closing of the IPO, the Class B Common Stock will also be convertible into the issuer's Class A Common Stock on the same basis upon certain transfers of such shares. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. The Series B Preferred Stock is convertible into Class B Common Stock on a 50:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As of the date hereof, BVP VIII Inst and BVP VIII own 191,184 shares and 158,969 shares, respectively, of Series B Preferred Stock. The Series C Preferred Stock is convertible into Class B Common Stock on a 5:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As of the date hereof, BVP VIII Inst and BVP VIII own 396,139 shares and 329,389 shares, respectively, of Series C Preferred Stock. The Series D Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Class B Common Stock of the Issuer in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As of the date hereof, BVP VIII Inst and BVP VIII own 204,849 shares and 170,332 shares, respectively, of Series D Preferred Stock. /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P 2017-06-28 /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd 2017-06-28