Statement of Changes in Beneficial Ownership (4)

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 ^* HUEBNER ELIZABETH	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) 10/28/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/28/2021		M		5761	A	$10 ⁽¹⁾	36894	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$1.8505	10/28/2021		M			31133	10/12/2021	10/28/2021	Class A Common Stock	13826.8751 ⁽²⁾⁽³⁾	$0	0	D
Warrants (right to buy)	$15.00	10/28/2021		M		31133 ⁽⁴⁾		11/4/2021	11/6/2028	Class A Common Stock	4609.0715 ⁽⁴⁾	$0	31133	D
Warrants (right to buy)	$18.00	10/28/2021		M		31133 ⁽⁵⁾		11/4/2021	11/6/2028	Class A Common Stock	2304.5357 ⁽⁵⁾	$0	31133	D
Warrants (right to buy)	$20.00	10/28/2021		M		31133 ⁽⁶⁾		11/4/2021	11/6/2028	Class A Common Stock	1152.2679 ⁽⁶⁾	$0	31133	D

Explanation of Responses:
(1)	The effective purchase price of the shares of Class A common stock and Warrants (as defined below) underlying the subscription rights issued in connection with the registrant's rights offering was $10.00 per share and associated Warrants.
(2)	Each subscription right issued in connection with the registrant's rights offering was exercisable for (i) 0.185055707113895 shares of the registrant's Class A common stock, (ii) one warrant to purchase 0.148044565691116 shares of the registrant's Class A common stock at an exercise price of $15.00 per share (a "$15 Warrant"), (iii) one warrant to purchase 0.074022282845558 shares of the registrant's Class A common stock at an exercise price of $18.00 per share (an "$18 Warrant"), and (iv) one warrant to purchase 0.037011141422779 shares of the registrant's Class A common stock at an exercise price of $20.00 per share (a "$20 Warrant" and, collectively with the $15 Warrants and $18 Warrants, the "Warrants").
(3)	The number of shares reported here reflects the number of shares of Class A common stock to be issued to the reporting person in connection with the exercise of the subscription rights as well as the shares of Class A common stock underlying the Warrants issued to the reporting person in connection with the exercise of the subscription rights. The closing of the rights offering and the issuance of the Class A common stock and Warrants are expected to be on or about November 4, 2021.
(4)	Each $15 Warrant to be issued to the reporting person is exercisable for 0.148044565691116 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the $15 Warrant is 4,609.07146366152 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrant. The $15 Warrants are only exercisable for whole shares of Class A common stock.
(5)	Each $18 Warrant to be issued to the reporting person is exercisable for 0.074022282845558 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the $18 Warrant is 2,304.53573183076 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrant. The $18 Warrants are only exercisable for whole shares of Class A common stock.
(6)	Each $20 Warrant to be issued to the reporting person is exercisable for 0.037011141422779 shares of the registrant's Class A common stock. The number of shares of Class A common stock reported in Column 7 is rounded to the nearest ten-thousandth, but the actual number of shares of Class A common stock underlying the warrant is 1,152.26786591538 shares, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrant. The $20 Warrants are only exercisable for whole shares of Class A common stock.

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