X0306 4/A 2017-11-08 2017-11-13 0 0001701114 Blue Apron Holdings, Inc. APRN 0001547069 First Round Capital IV, L.P. 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001547073 First Round Capital IV Partners Fund, L.P. 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710038 First Round Capital Management IV, L.P. 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710037 First Round Capital Management IV, LLC 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710157 Barnes Phineas 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001701579 Fralic Christopher 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710113 Hayes Robert 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001512421 Kopelman Joshua 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 0001710102 Trenchard William 4040 LOCUST STREET PHILADELPHIA PA 19104 0 0 1 0 Class A Common Stock 2017-11-08 4 S 0 29011 3.1089 D 1677189 I See Footnote Class A Common Stock 2017-11-08 4 S 0 507 3.1089 D 29294 I See Footnote Class A Common Stock 2017-11-09 4 S 0 76137 3.1287 D 1601052 I See Footnote Class A Common Stock 2017-11-09 4 S 0 1330 3.1287 D 27964 I See Footnote Class A Common Stock 2017-11-10 4 S 0 53564 3.1816 D 1547488 I See Footnote Class A Common Stock 2017-11-10 4 S 0 936 3.1816 D 27028 I See Footnote The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.08 to $3.13, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4. The reported shares are directly owned by First Round Capital IV, L.P. ("FRC IV LP"). First Round Capital Management IV, L.P., the general partner of FRC IV LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV LP except to the extent of any pecuniary interest therein. The reported shares are owned directly by First Round Capital IV Partners Fund, L.P. ("FRC IV Partners LP"). First Round Capital Management IV, L.P., the general partner of FRC IV Partners LP, and First Round Capital Management IV, LLC, the general partner of First Round Capital Management IV, L.P., have sole dispositive and voting power of the shares directly owned by FRC IV Partners LP, and Phineas Barnes, Christopher Fralic, Robert Hayes, Joshua Kopelman and William Trenchard may be deemed to have shared dispositive and voting power over such shares. Such persons and entities disclaim beneficial ownership over the shares held by FRC IV Partners LP except to the extent of any pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.08 to $3.22, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.09 to $3.23, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4. This amended Form 4 is filed to reflect an adjustment from 76,314 shares to 76,137 shares for the number of shares sold by FRC IV LP on November 9, 2017, and an adjustment from 1,333 shares to 1,330 shares for the number of shares sold by FRC IV Partners LP on November 9, 2017. /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV, L.P. 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital IV Partners Fund, L.P. 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, L.P. 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for First Round Capital Management IV, LLC 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for Phineas Barnes 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for Christopher Fralic 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for Robert Hayes 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for Joshua Kopelman 2017-11-13 /s/ Jeffrey Donnon, Attorney-in-Fact for William Trenchard 2017-11-13