0001104659-17-042235.txt : 20170628 0001104659-17-042235.hdr.sgml : 20170628 20170628211837 ACCESSION NUMBER: 0001104659-17-042235 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170628 FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Apron Holdings, Inc. CENTRAL INDEX KEY: 0001701114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 814777373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement CENTRAL INDEX KEY: 0001710377 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936637 BUSINESS ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 732-688-0693 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Salzberg Matthew B CENTRAL INDEX KEY: 0001710351 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38134 FILM NUMBER: 17936638 MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 3 1 a3.xml 3 X0206 3 2017-06-28 0 0001701114 Blue Apron Holdings, Inc. APRN 0001710351 Salzberg Matthew B C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET NEW YORK NY 10013 1 1 1 0 President, CEO and Chairman 0001710377 Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET NEW YORK NY 10013 0 0 1 0 Class B Common Stock Class A Common Stock 25154605 D Class B Common Stock Class A Common Stock 19744091 I See footnote Class B Common Stock Class A Common Stock 2500000 I By The Matthew Salzberg Family 2014 Trust Class B Common Stock Class A Common Stock 18759 I See footnote Stock Option (right to buy) 7.75 2022-03-12 Class B Common Stock 46656 D The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. 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 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. Represents the shares of Class B Common Stock owned of record by Matthew B. Salzberg. Represents the shares of Class B Common Stock owned of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. Mr. Salzberg has investment control over any securities owned by Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement and beneficially owned by Matthew B. Salzberg. 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. Matthew B. Salzberg is trustee of The Matthew Salzberg Family 2014 Trust. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by The Matthew Salzberg Family 2014 Trust except to the extent of any pecuniary interest therein. Represents the shares of Class B Common Stock owned of record by Aspiration Growth Opportunities II GP, LLC, with respect to which Matthew B. Salzberg has shared investment and voting power. Mr. Salzberg disclaims beneficial ownership of the shares owned directly by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein. This option was granted to Matthew B. Salzberg on March 13, 2017. The shares underlying the option are scheduled to vest in equal monthly installments over four years from February 19, 2017. Exhibit Index: 24.1 Power of Attorney /s/ Benjamin C. Singer, as attorney-in-fact for Matthew B. Salzberg 2017-06-28 /s/ Barry Salzberg, as trustee 2017-06-28 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Matthew B. Salzberg, Bradley J. Dickerson, and Benjamin C. Singer, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of Blue Apron Holdings, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID, Update Passphrase, or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

 

(3)                                 seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.  The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 22, 2017.

 

 

 

/s/ Matthew B. Salzberg

 

Matthew B. Salzberg