SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Salzberg Barry

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

5 CROSBY STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2017

3. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,192,100	⁽¹⁾	D
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,628,850	⁽¹⁾	I	By The Salzberg Family 2011 Trust⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	19,744,091	⁽²⁾	I	By Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement⁽⁴⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible into the issuer's Class B Common Stock on a 50-for-one basis into the number of shares of Class B Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock pursuant to a registration statement on Form S-1 (File No. 333-218425) under the Securities Act of 1933, as amended (the "IPO"). The shares have no expiration date.

2. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis 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 and at the holder's election.

3. Barry Salzberg is trustee of The Salzberg Family 2011 Trust. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by The Salzberg Family 2011 Trust except to the extent of any pecuniary interest therein.

4. Barry Salzberg is trustee of Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement except to the extent of any pecuniary interest therein.

	/s/ Barry Salzberg	06/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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