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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Salzberg Matthew B (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET (Street) NEW YORK NY 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) X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO and Chairman	5. 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 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	25,154,605	(1)	D(2)
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	19,744,091	(1)	I	See footnote(3)
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	2,500,000	(1)	I	By The Matthew Salzberg Family 2014 Trust(4)
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	18,759	(1)	I	See footnote(5)
Stock Option (right to buy)	(6)	03/12/2022	Class B Common Stock(1)	46,656	$7.75	D

1. Name and Address of Reporting Person* Salzberg Matthew B (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) President, CEO and Chairman

1. Name and Address of Reporting Person* Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC. 5 CROSBY STREET (Street) NEW YORK NY 10013 (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. 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.

2. Represents the shares of Class B Common Stock owned of record by Matthew B. Salzberg.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Benjamin C. Singer, as attorney-in-fact for Matthew B. Salzberg	06/28/2017
	/s/ Barry Salzberg, as trustee	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.