SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Sanberg Joseph N. (Last) (First) (Middle) 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90272 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/14/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/14/2022		P		357,143(1)	A	$14(1)	6,719,926(2)	I	By RJB Partners LLC
Class A Common Stock								214,293	D
Class A Common Stock								1,250(3)	I	By Aspiration Growth Opportunities II GP, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$15	02/14/2022		P		1(1)		02/14/2022	02/14/2029	Class A Common Stock	285,714(4)	$14(1)	1(1)	I	By RJB Partners LLC
Warrant (right to buy)	$18	02/14/2022		P		1(1)		02/14/2022	02/14/2029	Class A Common Stock	142,857(5)	$14(1)	1(1)	I	By RJB Partners LLC
Warrant (right to buy)	$20	02/14/2022		P		1(1)		02/14/2022	02/14/2029	Class A Common Stock	71,429(6)	$14(1)	1(1)	I	By RJB Partners LLC

1. Name and Address of Reporting Person* Sanberg Joseph N. (Last) (First) (Middle) 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90272 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RJB Partners LLC (Last) (First) (Middle) C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 (Street) PACIFIC PALISADES CA 90272 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of February 14, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, purchased from the Issuer, for an aggregate purchase price of $5 million, (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share (the "$15 Warrants"), (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share (the "$18 Warrants") and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share (the "$20 Warrants").

2. These securities are owned directly by RJB Partners, a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

3. These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

4. The $15 Warrants are exercisable for an aggregate of 285,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. These $15 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.

5. The $18 Warrants are exercisable for an aggregate of 142,857 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. These $18 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.

6. The $20 Warrants are exercisable for an aggregate of 71,429 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. These $20 Warrants were purchased by RJB Partners on February 14, 2022 in connection with the closing of the acquisitions of securities contemplated by the Purchase Agreement.

Remarks:

	/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg	02/15/2022
	RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member	02/15/2022
	** Signature of Reporting Person	Date
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