SC 13G

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Deer VIII & Co. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

0001193125-20-038057.txt : 20200214 0001193125-20-038057.hdr.sgml : 20200214 20200214154708 ACCESSION NUMBER: 0001193125-20-038057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P. GROUP MEMBERS: BESSEMER VENTURE PARTNERS VIII L.P. GROUP MEMBERS: DEER MANAGEMENT CO. LLC GROUP MEMBERS: DEER VIII & CO. L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90031 FILM NUMBER: 20618942 BUSINESS ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 347-719-4312 MAIL ADDRESS: STREET 1: 28 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Deer VIII & Co. Ltd. CENTRAL INDEX KEY: 0001559311 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 914-833-5300 MAIL ADDRESS: STREET 1: C/O BESSEMER VENTURE PARTNERS STREET 2: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13G 1 d884203dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Blue Apron Holdings, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

09523Q200

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 09523Q200		13G		Page 2 of 14 Pages

Represents shares of Class A common stock of the Issuer (the “Class A Common Stock”) underlying shares of Class B common stock of the Issuer (the “Class B Common Stock”) beneficially owned by the Reporting Persons, which shares of Class B Common Stock are convertible, at the option of the holder, into share of Class A Common Stock on a 1-for-1 basis. The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 7,608,045 shares of Class A Common Stock as of September 30, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on October 31, 2019.


CUSIP No. 09523Q200		13G		Page 3 of 14 Pages


CUSIP No. 09523Q200		13G		Page 4 of 14 Pages


CUSIP No. 09523Q200		13G		Page 5 of 14 Pages


CUSIP No. 09523Q200		13G		Page 6 of 14 Pages

Deer Management Company. LLC (“Deer Management”) is the management company affiliate of the Funds (as defined below). An employee of Deer Management who served as the representative of the Funds on the Issuer’s board of directors was granted, as director compensation, restricted stock units which in the aggregate gave him the right to the shares noted above. Pursuant to a contractual obligation, such employee assigns to Deer Management any compensation received for his service as a director of the Issuer.

**	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 7,608,045 shares of Class A Common Stock as of September 30, 2019, as reported by the Issuer in its Form 10-Q filed with the SEC on October 31, 2019.


CUSIP No. 09523Q200		13G		Page 7 of 14 Pages

Item 1(a). Name of Issuer:

Blue Apron Holdings, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

28 Liberty Street, New York, New York

Item 2(a). Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer (the “Shares”) directly owned by Bessemer Venture Partners VIII L.P. (“BVP VIII”) and Bessemer Venture Partners VIII Institutional L.P. (“BVP VIII Institutional,” and together with BVP VIII, the “Funds”).

(a)

Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”);

(b)

Deer VIII LP, the sole general partner of each of the Funds;

(c)

BVP VIII, which directly owns 644,307 Shares;

(d)

BVP VIII Institutional, which directly owns 774,878 Shares; and

(e)

Deer Management Co. LLC (“Deer”), the management company for each of the Funds.

Deer VIII Ltd, Deer VIII LP, BVP VIII, BVP VIII Institutional and Deer are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o Bessemer Venture Partners

1865 Palmer Avenue; Suite 104

Larchmont, NY 10583

Item 2(c). Citizenship:

Deer VIII Ltd— Cayman Islands

Deer VIII LP — Cayman Islands

BVP VIII — Cayman Islands

BVP VIII Institutional — Cayman Islands

Deer — Delaware

Item 2(d). Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

Item 2(e). CUSIP Number:

09523Q200


CUSIP No. 09523Q200		13G		Page 8 of 14 Pages

Item 3. Not Applicable.

Item 4. Ownership.

For Deer VIII Ltd:

(a)

Amount beneficially owned: 1,419,185 Shares

(b)

Percent of class: 15.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,419,185

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: 1,419,185

(iv)

Shared power to dispose or to direct the disposition of: --0--

For Deer VIII LP:

(a)

Amount beneficially owned: 1,419,185 Shares

(b)

Percent of class: 15.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,419,185

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: 1,419,185

(iv)

Shared power to dispose or to direct the disposition of: --0--

For BVP VIII:

(a)

Amount beneficially owned: 1,419,185 Shares

(b)

Percent of class: 15.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 644,307

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: 644,307


CUSIP No. 09523Q200		13G		Page 9 of 14 Pages

(iv)

Shared power to dispose or to direct the disposition of: --0--

For BVP VIII Institutional:

(a)

Amount beneficially owned: 1,419,185 Shares

(b)

Percent of class: 15.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 774,878

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: 774,878

(iv)

Shared power to dispose or to direct the disposition of: --0—

For Deer:

(a)

Amount beneficially owned: 4,160 Shares

(b)

Percent of class: 0.1%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 4,160

(ii)

Shared power to vote or to direct the vote: --0--

(iii)

Sole power to dispose or to direct the disposition of: 4,160

(iv)

Shared power to dispose or to direct the disposition of: --0--

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

As the general partner of Deer VIII LP, which in turn is the general partner the Funds, Deer VIII Ltd may be deemed to beneficially own all 1,419,185 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.


CUSIP No. 09523Q200		13G		Page 10 of 14 Pages

Item 8. Identification and Classification of Members of the Group.

Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.


CUSIP No. 09523Q200		13G		Page 11 of 14 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020


DEER VIII & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER VIII & CO. L.P.
By: Deer VIII & Co. Ltd, its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS VIII L.P.
By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS INSTITUTIONAL VIII L.P.
By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER MANAGEMENT CO. LLC

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel


CUSIP No. 09523Q200		13G		Page 12 of 14 Pages

EXHIBIT INDEX



Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

Exhibit 2.		List of Members of Group

EX-99.1 2 d884203dex991.htm EX-99.1 EX-99.1


CUSIP No. 09523Q200		13G		Page 13 of 14 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: February 14, 2020


DEER VIII & CO. LTD.

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER VIII & CO. L.P.
By: Deer VIII & Co. Ltd, its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS VIII L.P.
By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS INSTITUTIONAL VIII L.P.
By: Deer VIII & Co. L.P., its General Partner By: Deer VIII & Co., Ltd., its General Partner

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

DEER MANAGEMENT CO. LLC

By:		/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

EX-99.2 3 d884203dex992.htm EX-99.2 EX-99.2


CUSIP No. 09523Q200		13G		Page 14 of 14 Pages

Exhibit 2

Members of Group

Deer VIII & Co. Ltd.

Deer VIII & Co. L.P.

Bessemer Venture Partners VIII L.P.

Bessemer Venture Partners VIII Institutional L.P.

Deer Management Co. LLC