FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Faricy Peter 2. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
10/15/2020
(Street)
NEW YORK, NY 10005
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1) 10/15/2020    A     6080 (2)      (3)  (3) Class A Common Stock  6080 (2) $0  6080 (2) D   

Explanation of Responses:
(1)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
(2)  Pursuant to the Company's non-employee director compensation policy, each new non-employee director is automatically granted, upon his or her initial appointment to the Board of Directors, a restricted stock unit award ("Initial RSU Award") with an aggregate fair market value of $85,000, prorated for the number of days between the date of the director's initial appointment to the Board of Directors and the date of the next annual meeting of stockholders or, if the date of the next annual meeting of stockholders has not been set on the date of grant, the business day following the first anniversary of the last annual meeting. As the date of the 2021 annual meeting of stockholders has not yet been set, the number of shares subject to Mr. Faricy's Initial RSU Award set forth above is prorated to June 16, 2021, which is the first business day after the anniversary of the 2020 annual meeting of stockholders.
(3)  The RSUs are scheduled to vest in full on the one-year anniversary of October 15, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Faricy Peter
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
NEW YORK, NY 10005
X



Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Peter Faricy 10/19/2020
**Signature of Reporting Person Date
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