Amended Statement of Beneficial Ownership (sc 13d/a)

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 1)

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)

Barry Salzberg

2211 Broadway

Apartment 11m

New York, New York 10024

(732) 688-0693

Copies to:

Matthew C. Franker

Covington & Burling LLP

One CityCenter

850 Tenth Street, N.W.

Washington, D.C. 20001

(202) 662-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 17, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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, as amended (the “ Exchange Act ”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No.: 09523Q 101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Barry Salzberg

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 26,363,375(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,820,950(2)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,992,225(3)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 31.0%(4)

	14.	Type of Reporting Person (See Instructions) IN

(1) Consists of (a) 1,192,100 shares of Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), of Blue Apron Holdings, Inc. (the “ Issuer ”) held of record by Barry Salzberg (the “ Reporting Person ”), (b) 19,744,091 shares of the Issuer’s Class B Common Stock 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 son, Matthew B. Salzberg, serve as co-trustees, (c) 2,713,592 shares of the Issuer’s Class B Common Stock held of record by MS 2018 Trust I, for which the Reporting Person and Matthew B. Salzberg serve as co-trustees and (d) 2,713,592 shares of the Issuer’s Class B Common Stock held of record by MS 2018 Trust II, for which the Reporting Person and Matthew B. Salzberg serve as co-trustees (MS 2018 Trust I and MS 2018 Trust II are referred herein together as the “ 2018 Trusts ”). The Reporting Person has sole voting control and Matthew B. Salzberg has sole investment control over the securities owned by the 2014 Annuity Trust and the 2018 Trusts.

(2) Consists of (a) 1,192,100 shares of the Issuer’s Class B Common Stock held of record by the Reporting Person and (b) 1,628,850 shares of the Issuer’s Class B Common Stock held of record by The Salzberg Family 2011 Trust (the “ 2011 Family Trust ”), for which the Reporting Person and his wife, Evelyn Salzberg, serve as co-trustees. The Reporting Person has sole investment control and Evelyn Salzberg has sole voting control over securities owned by the 2011 Family Trust.

(3) Consists of (a) the shares described in footnote 1 and (b) 1,628,850 shares of the Issuer’s Class B Common Stock held of record by the 2011 Family Trust as described in footnote 2.

(4) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person by (b) the sum of (i) 62,222,905 shares of Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”), outstanding as of June 30, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission (the “ SEC ”) on August 2, 2018, and (ii) 27,992,225 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.

As provided in the Issuer’s Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfers, whether or not for value, except for certain permitted transfers (including pursuant to the 2018 Estate Planning Transactions (as defined below)) described in the Issuer’s Restated Certificate of Incorporation.

Explanatory Note

The Reporting Person is filing this Amendment No. 1 to Schedule 13D (this “ Statement ”) to update the Reporting Person’s beneficial ownership of Class A Common Stock pursuant to the 2018 Estate Planning Transactions described herein.

Item 1. Security and Issuer.

This Statement relates to the Issuer’s Class A Common Stock, which is registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange. In addition, the Issuer has outstanding shares of its Class B Common Stock, which is convertible into Class A Common Stock on a one-for-one basis upon certain transfers of such shares or at the holder’s election. The principal executive offices of the Issuer are located at 40 West 23rd Street, New York, New York 10010.

Item 2. Identity and Background.

(a) This Statement is being filed by the Reporting Person. This Statement reflects the holdings of the Reporting Person as well as the 2018 Estate Planning Transactions undertaken by Reporting Person’s son, Matthew B. Salzberg. For more details regarding the 2018 Estate Planning Transactions, please refer to Items 3-5 below.

(b) The business address of the Reporting Person is 2211 Broadway, Apartment 11m, New York, New York 10024.

(c) The principal occupation of the Reporting Person is corporate director. Prior to his retirement, the Reporting Person served as Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited.

(d) - (e) During the last five years, the Reporting Person has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds of Other Consideration.

As disclosed previously, on August 6, 2018, the Reporting Person’s son, Matthew B. Salzberg, transferred approximately $5.59 million of the Issuer’s Class B Common Stock to MS 2018 Trust I and approximately $5.59 million of the Issuer’s Class B Common Stock to MS 2018 Trust II (such transfers are referred herein as the “ 2018 Estate Planning Transactions ”). On August 6, 2018, the number of shares of the Issuer’s Class B Common Stock transferred pursuant to the 2018 Estate Planning Transactions could not be determined until a valuation of the transferred Class B Common Stock was completed. On September 17, 2018, the valuation was completed and the number of shares transferred was quantified. Pursuant to the 2018 Estate Planning Transactions, Matthew B. Salzberg transferred 2,713,592 shares of the Issuer’s Class B Common Stock to MS 2018 Trust I and 2,713,592 shares of the Issuer’s Class B Common Stock to MS 2018 Trust II. The Reporting Person and Matthew B. Salzberg serve as co-trustees of the 2018 Trusts. The Reporting Person has sole voting control and Matthew B. Salzberg has sole investment control over securities owned by the 2018 Trusts. Neither the Reporting Person nor Matthew B. Salzberg received any consideration in exchange for the transfers made pursuant to the 2018 Estate Planning Transactions

As provided in the Issuer’s Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfers, whether or not for value, except for certain permitted transfers (including pursuant to the 2018 Estate Planning Transactions) described in the Issuer’s Restated Certificate of Incorporation.

Item 4. Purpose of Transaction.

As stated above, Matthew B. Salzberg’s transfer of an aggregate of 5,427,184 of shares of the Issuer’s Class B Common Stock to the 2018 Trusts, for which the Reporting Person and Matthew B. Salzberg serve as co-trustees, was made for estate planning purposes.

The Reporting Person does not currently have any plans or proposals which relate to or would result in:

(a) the acquisition or disposition of additional securities of the Issuer; provided, however, that the Reporting Person reserves the right to acquire additional securities of the Issuer for investment purposes or to dispose of securities of the Issuer at any time;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any material change in the Issuer’s present business or corporate structure;

(g) changes in the Issuer’s present charter, bylaws or similar instruments, or such other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) any action similar to those enumerated above.

The Reporting Person, may, from to time, review or reconsider his position and formulate plans or proposals with respect to items (a) through (j) above, but has no present intention of doing so.

Item 5. Interest in Securities of the Issuer.

(a) As of June 30, 2018, there were 62,222,905 shares of Class A Common Stock outstanding. As of the date hereof, the Reporting Person may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 27,992,225 shares of Class A Common Stock, representing approximately 31.0%(1) of the issued and outstanding shares of Class A Common Stock of the Issuer.

(b) As of the date of this Statement, the Reporting Person has sole voting control over 26,363,375 shares of the Issuer’s Class B Common Stock and sole dispositive power over 2,820,950 shares of the Issuer’s Class B Common Stock. As described herein, the Reporting Person’s shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis upon certain transfers of such shares or at the holder’s election.

Except for the transfer by Matthew B. Salzberg of an aggregate of 5,427,184 shares of Class B Common Stock to the 2018 Trusts pursuant to the 2018 Estate Planning Transactions, as described herein, the Reporting Person has not effected

(1) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person by (b) the sum of (i) 62,222,905 shares of Class A Common Stock outstanding as of June 30, 2018, and (ii) 27,992,225 shares of Class A 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.

any transactions in the Issuer’s securities during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

With the exception of the trust arrangements described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person, or between the Reporting Person and any other person, with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth herein is true, complete, and correct, and that this statement is filed on behalf of the undersigned and the other signatories hereto.