0001104659-18-008548.txt : 20180212 0001104659-18-008548.hdr.sgml : 20180212 20180212170222 ACCESSION NUMBER: 0001104659-18-008548 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 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: 18597371 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Papas Ilia M CENTRAL INDEX KEY: 0001710361 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 5 CROSBY STREET CITY: NEW YORK STATE: NY ZIP: 10013 SC 13G 1 a18-5853_1sc13g.htm SC 13G

 

CUSIP No. 09523Q 101

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Blue Apron Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09523Q 101

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

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. 09523Q 101

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Ilia M. Papas

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power*
11,964,918

 

6.

Shared Voting Power*
0

 

7.

Sole Dispositive Power*
11,964,918

 

8.

Shared Dispositive Power*
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person*
11,964,918

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)*
24.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*      See Item 4 below.

 

2


 

CUSIP No. 09523Q 101

 

Item 1.

 

(a)

Name of Issuer
Blue Apron Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
40 West 23rd Street

New York, NY 10010

 

Item 2.

 

(a)

Name of Person(s) Filing
Ilia M. Papas

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Blue Apron Holdings, Inc.

40 West 23rd Street

New York, NY 10010

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Class A Common Stock, $0.0001 per share

 

(e)

CUSIP Number
09523Q 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

3


 

CUSIP No. 09523Q 101

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

11,964,918(1)

 

(b)

Percent of class:   

24.1%(2)(3)

 

(c)

Number of shares as to which the Reporting Person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

11,964,918

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or direct the disposition of:   

11,964,918

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0

 

(1)         Consists of (a) 7,500 shares of Class A Common Stock held of record by Mr. Papas, (b) 6,948,043 shares of Class B Common Stock held of record by Mr. Papas, (c) 5,000,000 shares of Class B Common Stock held of record by the Ilia M. Papas 2017 Annuity Trust, for which Mr. Papas serves as trustee, and (d) 9,375 shares of Class B Common Stock subject to options exercisable within 60 days of December 31, 2017.

(2)         Based upon outstanding share information provided to the Reporting Person by the Issuer as of December 31, 2017 (37,657,649 shares of Class A Common Stock outstanding).  Each share of Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election.

(3)         Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Item 4(a) by (b) the sum of (i) 37,657,649 shares of Class A Common Stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, and (ii) 11,957,418 shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

4


 

CUSIP No. 09523Q 101

 

 

Item 10.

Certification

Not applicable.

 

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.

 

Dated: February 12, 2018

 

 

/s/ Ilia M. Papas

 

Ilia M. Papas

 

5