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Blue Apron Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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09523Q101
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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_______________
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
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CUSIP No. 09523Q101
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13G
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Page 2 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
SG GROWTH PARTNERS II, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
9,937,081*
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
9,937,081*
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,937,081*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%**
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12.
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TYPE OF REPORTING PERSON
PN
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*
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Consists of 9,937,081 shares of Class B Common Stock held of record by SG Growth Partners II, LP. Each share of Class B Common Stock is
convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election. SGGP II, LLC,
the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP
II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
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**
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All percentage calculations set forth herein are based upon 78,601,089 outstanding shares of Class A Common Stock, par value $0.0001 per
share (the “Class A Common Stock”), as of December 31, 2018 as reported by the Issuer to the reporting persons. The reporting persons acquired the reported shares prior to the
registration of the Class A Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09523Q101
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13G
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Page 3 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
SGGP II, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
9,937,081*
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
9,937,081*
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,937,081*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%**
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12.
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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*
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Consists of 9,937,081 shares of Class B Common Stock held of record by SG Growth Partners II, LP. Each share of Class B Common Stock is
convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election. SGGP II, LLC,
the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP
II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
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**
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All percentage calculations set forth herein are based upon 78,601,089 outstanding shares of Class A Common Stock, par value $0.0001 per
share (the “Class A Common Stock”), as of December 31, 2018 as reported by the Issuer to the reporting persons. The reporting persons acquired the reported shares prior to the
registration of the Class A Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09523Q101
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13G
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Page 4 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
DANIEL C. MARRIOTT
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
9,937,081*
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
9,937,081*
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,937,081*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%**
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12.
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TYPE OF REPORTING PERSON
IN
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*
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Consists of 9,937,081 shares of Class B Common Stock held of record by SG Growth Partners II, LP. Each share of Class B Common Stock is
convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election. SGGP II, LLC,
the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Kenneth A. Fox and Daniel C. Marriott as the investment committee of SGGP
II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
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**
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All percentage calculations set forth herein are based upon 78,601,089 outstanding shares of Class A Common Stock, par value $0.0001 per
share (the “Class A Common Stock”), as of December 31, 2018 as reported by the Issuer to the reporting persons. The reporting persons acquired the reported shares prior to the
registration of the Class A Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09523Q101
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13G
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Page 5 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS
KENNETH A. FOX
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
9,960,315(1)
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
9,960,315(1)
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,960,315(1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐ |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%**
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12.
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TYPE OF REPORTING PERSON
IN
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(1)
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Consists of 9,937,081 shares of Class B Common Stock held of record by SG Growth Partners II, LP and 23,234 shares of Class A Common
Stock owned directly by Kenneth A. Fox. Each share of Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election. SGGP II, LLC, the general partner of SG Growth Partners II LP, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are
made by Mr. Fox and Daniel C. Marriott as the investment committee of SGGP II, LLC. Mr. Fox and Mr. Marriott disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
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**
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All percentage calculations set forth herein are based upon 78,601,089 outstanding shares of Class A Common Stock, par value $0.0001 per
share (the “Class A Common Stock”), as of December 31, 2018 as reported by the Issuer to the reporting persons. The reporting persons acquired the reported shares prior to the
registration of the Class A Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended.
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CUSIP No. 09523Q101
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13G
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Page 6 of 8 Pages
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e)
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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CUSIP No. 09523Q101
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13G
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Page 7 of 8 Pages
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Item 4.
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Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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SG GROWTH PARTNERS II, LP
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By: SGGP II, LLC, its general partner
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By:
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/s/ Wayne Marino
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Name: Wayne Marino
Title: Authorized Signatory
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SGGP II, LLC
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By:
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/s/ Kenneth A. Fox
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Name: Kenneth A. Fox
Title: Managing Partner
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By:
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/s/ Daniel C. Marriott
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Name: Daniel C. Marriott
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/s/ Kenneth A. Fox
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By:
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Name: Kenneth A. Fox
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