Securities Registration: Employee Benefit Plan (s-8)
February 18 2020 - 5:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 18, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Blue Apron Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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81-4777373
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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28 Liberty Street
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New York, New York
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10005
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Equity Incentive Plan
(Full title of the plan)
Linda F. Kozlowksi
President and Chief Executive Officer
Blue Apron Holdings, Inc.
28 Liberty Street
New York, New York 10005
(Name and address of agent for service)
(347) 719-4312
(Telephone number, including area code,
of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company x
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Common Stock, $0.0001 par value per share
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663,164 shares(2)
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$3.83(3)
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$ 2,539,918.12(3)
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$329.68
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Represents 663,164 additional shares of the Registrant’s Class A Common Stock available for issuance under the Registrant’s 2017 Equity Incentive Plan as a result of an annual increase.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon $3.83, the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 13, 2020.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8,
relating to the 2017 Equity Incentive Plan of Blue Apron Holdings, Inc. (the “Registrant”), is being filed for the
purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form
S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below,
this Registration Statement incorporates by reference the contents of the following Registration Statements on Form S-8 previously
filed by the Registrant with the Securities and Exchange Commission:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on this 18th day of February, 2020.
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BLUE APRON HOLDINGS, INC.
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By:
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/s/ Linda F. Kozlowski
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Linda F. Kozlowski
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President and Chief Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors
of Blue Apron Holdings, Inc., hereby severally constitute and appoint Linda F. Kozlowksi, Timothy S. Bensley and Meredith L. Deutsch,
and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in
our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments
to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers
and directors to enable Blue Apron Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Linda F. Kozlowski
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President, Chief Executive Officer and Director
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February 18, 2020
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Linda F. Kozlowski
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(Principal Executive Officer)
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/s/ Timothy S. Bensley
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Chief Financial Officer and Treasurer
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February 18, 2020
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Timothy S. Bensley
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(Principal Financial and Accounting Officer)
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/s/ Julie M.B. Bradley
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Director
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February 18, 2020
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Julie M.B. Bradley
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/s/ Tracy Britt Cool
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Director
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February 18, 2020
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Tracy Britt Cool
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/s/ Gary R. Hirshberg
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Director
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February 18, 2020
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Gary R. Hirshberg
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/s/ Elizabeth Huebner
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Director
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February 18, 2020
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Elizabeth Huebner
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/s/ Brian P. Kelley
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Director
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February 18, 2020
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Brian P. Kelley
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/s/ Matthew B. Salzberg
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Director and Chairman
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February 18, 2020
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Matthew B. Salzberg
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