Initial Statement of Beneficial Ownership (3)
November 15 2021 - 6:54AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
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1. Name and Address of Reporting Person
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Sanberg Joseph N. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/4/2021
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3. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [APRN]
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(Last)
(First)
(Middle)
528 PALISADES DRIVE, #545, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
PACIFIC PALISADES, CA 90067
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 214293 | D | |
Class A Common Stock | 6362783 (1) | I | By RJB Partners LLC |
Class A Common Stock | 1250 (2) | I | By Aspiration Growth Opportunities II GP, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants (right to buy) | 11/4/2021 | 11/6/2028 | Class A Common Stock | 5012354.5822 (3) | $15.00 | I | By RJB Partners LLC |
Warrants (right to buy) | 11/4/2021 | 11/6/2028 | Class A Common Stock | 2506177.2911 (4) | $18.00 | I | By RJB Partners LLC |
Warrants (right to buy) | 11/4/2021 | 11/6/2028 | Class A Common Stock | 1253088.6455 (5) | $20.00 | I | By RJB Partners LLC |
Explanation of Responses: |
(1) | These securities are owned directly by RJB Partners LLC ("RJB Partners"), a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
(2) | These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
(3) | The amount reported reflects warrants ("$15 Warrants") exercisable for an aggregate of 5,012,354.58219726 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $15 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $15 Warrants are only exercisable for whole shares of Class A common stock. |
(4) | The amount reported reflects warrants ("$18 Warrants") exercisable for an aggregate of 2,506,177.29109863 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $18 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $18 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $18 Warrants are only exercisable for whole shares of Class A common stock. |
(5) | The amount reported reflects warrants ("$20 Warrants") exercisable for an aggregate of 1,253,088.64554932 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $20 Warrants. The number of shares of Class A common stock reported in Column 3 is rounded to the nearest ten-thousandth. These $20 Warrants were purchased by RJB Partners on November 4, 2021 in connection with the closing of the transactions contemplated by the Purchase Agreement, dated as of September 15, 2021, by and among the Issuer, RJB Partners and Matthew B. Salzberg. These $20 Warrants are only exercisable for whole shares of Class A common stock. |
Remarks: Joseph N. Sanberg is the managing member of AGO II, which directly owns 1,250 shares of Class A common stock. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sanberg Joseph N. 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA 90067 |
| X |
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RJB Partners LLC C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA 90067 |
| X |
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Aspiration Growth Opportunities II GP, LLC C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA 90067 |
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| See Remarks |
Signatures
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/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg | | 11/15/2021 |
**Signature of Reporting Person | Date |
RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member. | | 11/15/2021 |
**Signature of Reporting Person | Date |
Aspiration Growth Opportunities II GP, LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member. | | 11/15/2021 |
**Signature of Reporting Person | Date |
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