X0306 4 2019-02-26 0 0001701114 Blue Apron Holdings, Inc. APRN 0001252022 GOODMAN ROBERT P C/O BLUE APRON HOLDINGS, INC. 40 WEST 23RD STREET NEW YORK NY 10013 1 0 0 0 Class A Common Stock 2019-02-26 4 C 0 0 0.00 A 0 I See footnotes Class A Common Stock 2019-02-26 4 S 0 0 0.00 D 0 I See footnote Class A Common Stock 23234 D Class B Common Stock 2019-02-26 4 C 0 0 0.00 D Class A Common Stock 0 0 I See footnotes Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder without payment or consideration and has no expiration date. On February 26, 2019, Bessemer Venture Partners VIII L.P. ("BVP VIII") sold 6,809,971 shares of Class A Common Stock and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"and together with BVP VIII, the "BVP VIII Funds") sold 8,190,029 shares of Class A Common Stock, each at a single execution price of $1.15 per share of Class A Common Stock. Represents 6,809,971 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII and 8,190,029 shares converted from Class B Common Stock to Class A Common Stock by BVP VIII Inst. After the foregoing conversion, BVP VIII and BVP VIII Inst own 6,809,971 shares and 8,190,029 shares, respectively, of Class A Common Stock. Mr. Goodman is a director of each of Deer VIII & Co. Ltd. ("Deer VIII Ltd") and Deer VIII & Co. L.P. ("Deer VIII LP" and, together with Deer VIII Ltd and the BVP VIII Funds, the "BVP VIII Entities"), the general partner of each of the BVP VIII Funds. Mr. Goodman disclaims beneficial ownership of the securities held by the BVP VIII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, and his indirect limited partnership interest in the BVP VIII Funds. The Reporting Person has agreed to assign to Deer Management Co. LLC any proceeds from the sale of the shares of Class A Common Stock held by the Reporting Person. After the foregoing conversion, BVP VIII and BVP VIII Inst own 9,664,606 shares and 11,623,165 shares, respectively, of Class B Common Stock. /s/ Benjamin C. Singer, as attorney-in-fact for Robert P. Goodman 2019-02-28