Salzberg Matthew B 4

Accession 0001104659-21-116916

CIK 0001701114other

View on SEC.gov Company Profile

Filed

Sep 16, 8:00 PM ET

Accepted

Sep 17, 4:15 PM ET

Size

46.4 KB

Accession

0001104659-21-116916

Insider Transaction Report

Form 4

Period: 2021-09-15

Blue Apron Holdings, Inc.APRN

Salzberg Matthew B

DirectorPresident, CEO and Chairman10% Owner

Transactions

Conversion
Class A Common Stock
2021-09-15+166,666→ 166,666 total(indirect: By Trust)
Conversion
Class A Common Stock
2021-09-15+1,250→ 1,250 total(indirect: See Footnote)
Award
Warrants (right to buy Class A Common Stock)
2021-09-15+60,000→ 60,000 total
Exercise: $20.00From: 2021-09-15Exp: 2028-09-15→ Class A Common Stock (60,000 underlying)
Award
Class A Common Stock
2021-09-15+300,000→ 441,132 total
Conversion
Class A Common Stock
2021-09-15+1,115,161→ 1,556,293 total
Conversion
Class A Common Stock
2021-09-15+1,316,272→ 1,316,272 total(indirect: See Footnote)
Conversion
Class A Common Stock
2021-09-15+180,906→ 180,906 total(indirect: By Trust)
Conversion
Class A Common Stock
2021-09-15+180,906→ 180,906 total(indirect: By Trust)
Exercise/Conversion
Class A Common Stock
2021-09-15+12,494→ 1,568,787 total
Award
Warrants (right to buy Class A Common Stock)
2021-09-15+240,000→ 240,000 total
Exercise: $15.00From: 2021-09-15Exp: 2028-09-15→ Class A Common Stock (240,000 underlying)
Award
Warrants (right to buy Class A Common Stock)
2021-09-15+120,000→ 120,000 total
Exercise: $18.00From: 2021-09-15Exp: 2028-09-15→ Class A Common Stock (120,000 underlying)
Conversion
Class B Common Stock
2021-09-15−1,115,161→ 0 total
→ Class A Common Stock (1,115,161 underlying)
Conversion
Class B Common Stock
2021-09-15−1,316,272→ 0 total(indirect: See Footnote)
→ Class A Common Stock (1,316,272 underlying)
Conversion
Class B Common Stock
2021-09-15−1,250→ 0 total(indirect: See Footnote)
→ Class A Common Stock (1,250 underlying)
Conversion
Stock Option (right to buy Class A Common Stock)
2021-09-15+3,110→ 3,110 total
Exercise: $116.25Exp: 2022-03-12→ Class A Common Stock (3,110 underlying)
Conversion
Class B Common Stock
2021-09-15−180,906→ 0 total(indirect: By Trust)
→ Class A Common Stock (180,906 underlying)
Conversion
Class B Common Stock
2021-09-15−180,906→ 0 total(indirect: By Trust)
→ Class A Common Stock (180,906 underlying)
Conversion
Class B Common Stock
2021-09-15−166,666→ 0 total(indirect: By Trust)
→ Class A Common Stock (166,666 underlying)
Conversion
Stock Option (right to buy Class B Common Stock)
2021-09-15−3,110→ 0 total
Exercise: $116.25Exp: 2022-03-12→ Class B Common Stock (3,110 underlying)
Exercise/Conversion
Restricted Stock Units
2021-09-15−12,494→ 0 total
→ Class A Common Stock (12,494 underlying)

Footnotes (11)

[F1]The reported securities were acquired by the reporting person for an effective price of $10.00 per unit, with each unit consisting of one share of Class A Common Stock, one warrant to acquire 0.8 shares of Class A Common Stock with an exercise price of $15 per share, one warrant to acquire 0.4 shares of Class A Common Stock with an exercise price of $18 per share, and one warrant to acquire 0.2 shares of Class A Common Stock with an exercise price of $20.00 per share.
[F10]This option was granted to the reporting person on March 13, 2017 and vested in equal monthly installments over four years from February 19, 2017. In connection with the events described in footnote 9 above, such option became exercisable for shares of Class A Common Stock.
[F11]On June 14, 2021, the reporting person was granted 12,494 RSUs, which were scheduled to vest in full on the earlier of June 14, 2022 and the date of the issuer's 2022 Annual Meeting of Stockholders. This transaction represents the accelerated settlement of such RSUs in shares of Class A Common Stock.
[F2]Represents the number of shares that were acquired upon conversion of the shares of the issuer's Class B Common Stock listed in Table II, as described in footnote 9 below.
[F3]Represents shares held of record by Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement (the "2014 Annuity Trust"), for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by the 2014 Annuity Trust except to the extent of any pecuniary interest therein.
[F4]Represents shares held of record by MS 2018 Trust I, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust I except to the extent of any pecuniary interest therein.
[F5]Represents shares held of record by MS 2018 Trust II, for which the reporting person and his father, Barry Salzberg, serve as co-trustees. The reporting person disclaims beneficial ownership of the shares owned by MS 2018 Trust II except to the extent of any pecuniary interest therein.
[F6]Represents shares held of record by The Matthew Salzberg Family 2014 Trust (the "2014 Family Trust"), for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership of shares owned by the 2014 Family Trust except to the extent of any pecuniary interest therein.
[F7]Represents the shares held of record by Aspiration Growth Opportunities II GP, LLC, with respect to which the reporting person has shared investment and voting power. The reporting person disclaims beneficial ownership of shares owned by Aspiration Growth Opportunities II GP, LLC except to the extent of any pecuniary interest therein.
[F8]Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis.
[F9]The issuer's Class B Common Stock was converted in full to Class A Common Stock on a one-for-one basis on the date reported upon the election of the reporting person and certain other holders of the Class B Common Stock, resulting in a mandatory conversion of all shares of Class B Common Stock on such date under the terms of the issuer's certificate of incorporation. Prior to such conversion the Class B shares were exercisable at the holder's election and had no expiration date.

Documents

1 file

4
tm2127892-2_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Blue Apron Holdings, Inc.

CIK 0001701114

→

Entity typeother

Related Parties

filerCIK 0001710351

Filing Metadata

Form type: 4
Filed: Sep 16, 8:00 PM ET
Accepted: Sep 17, 4:15 PM ET
Size: 46.4 KB

View on SEC.gov