Introductory Note
This Schedule 13D (this 13D) is being jointly filed by Joseph N. Sanberg and RJB Partners LLC (RJB Partners, and together with
Mr. Sanberg, the Reporting Persons) and relates to the Class A common stock, par value $0.0001 per share (Class A Common Stock), of Blue Apron Holdings, Inc., a Delaware corporation (the
Company). This 13D is being filed in connection with the matters described in Item 4 hereof.
Item 1. Security and Issuer.
This 13D relates to the shares of Class A Common Stock of the Company. The principal executive offices of the Company are located at 28 Liberty Street,
New York, New York 10005.
Item 2. Identity and Background.
(a)(c): This 13D is being jointly filed by the Reporting Persons. Any disclosures herein with respect to any Reporting Person are made only by such
Reporting Person.
The principal residence of Mr. Sanberg is 528 Palisades Drive #525, Pacific Palisades, California 90272. The principal business
address of RJB Partners is 528 Palisades Drive #525, Pacific Palisades, California 90272. Mr. Sanbergs present principal occupation is being an entrepreneur.
Mr. Sanberg is the managing member of RJB Partners. RJB Partners is a limited liability company organized under the laws of the state of Delaware that was
formed for the purpose of (i) investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family and
(ii) providing business consulting services.
(d) and (e): During the last five years, none of the Reporting Persons has (i) been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any 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 violations with respect to such laws.
(f) Mr. Sanberg is a citizen of the United States of America. RJB Partners is a Delaware limited liability company.
Item 3. Source and Amount of Funds or Other Consideration.
On November 4, 2021, in connection with the closing of the transactions contemplated by the purchase agreement, dated as of September 15, 2021 (the
Purchase Agreement), by and among the Company, RJB Partners and Matthew B. Salzberg, RJB Partners paid $62,654,813.01 to acquire an aggregate of (i) 6,265,813 shares of Class A Common Stock; (ii) warrants to purchase
5,012,354.5821976 shares of Class A Common Stock at an exercise price of $15.00 per share; (iii) warrants to purchase 2,506,177.29109863 shares of Class A Common Stock at an exercise price of $18.00 per share; and (iv) warrants
to purchase 1,253,088.64554932 shares of Class A Common Stock at an exercise price of $20.00 per share. The purchase price was funded with a portion of the proceeds of a loan from OConnor and Associates, a subsidiary of UBS Group AG
(UBS OConnor), which is secured by, among other things, a customary pledge of all of the shares of Class A Common Stock held by RJB Partners and Mr. Sanberg.
Item 4. Purpose of Transaction.
Mr. Sanberg, a
longtime investor of the Company as well as an existing holder of Class A Common Stock, proposed an investment of up to $75.0 million in the Company in the form of a private placement and a rights offering to the Companys existing
stockholders that would be fully backstopped by RJB Partners. As part of the investment by RJB Partners, the Company agreed to the elimination of the Companys dual-class structure and additional governance, wage and sustainability changes
described below. Mr. Sanberg believed that these changes and the additional capital infusion would position the Company for future growth.
Purchase Agreement
On September 15, 2021, RJB
Partners entered into the Purchase Agreement with the Company pursuant to which, among other things, RJB Partners agreed to purchase from the Company for an aggregate purchase price of $30,000,000, (i) 3,000,000 shares of Class A Common Stock;
(ii) warrants to purchase 2,400,000 shares of Class A Common Stock at an exercise price of $15.00 per share; (iii) warrants to purchase 1,200,000 shares of Class A Common Stock at an exercise price of $18.00 per share; and
(iv) warrants to purchase 600,000 shares of Class A Common Stock at an exercise price of $20.00 per share. Further, under the Purchase Agreement, RJB Partners agreed to purchase from the Company all of the shares of Class A Common
Stock and warrants that remained unsubscribed in the Companys rights offering, up to a maximum aggregate purchase price of $45,000,000 for (i) 4,500,000 shares of Class A Common Stock; (ii) warrants to purchase 3,600,000 shares of
Class A Common Stock at an exercise price of $15.00 per share; (iii) warrants to purchase 1,800,000 shares of Class A Common Stock at an exercise price of $18.00 per share; and (iv) warrants to purchase 900,000 shares of
Class A Common Stock at an exercise price of $20.00 per share.
The warrants are exercisable until November 6, 2028 and the number of shares of
Class A Common Stock issuable upon exercise of the warrants are subject to adjustment on the terms and conditions of the warrants. Further, pursuant to the terms of the purchase agreement and the warrants, RJB Partners is prohibited from
exercising the warrants for such number of shares of Class A Common Stock to the extent that if the warrants were exercisable, such exercise would result in RJB Partners and/or its affiliates owning more than 33% of the aggregate
outstanding voting power of the Companys equity interests. The exercise limitation described in the foregoing sentence applies first to the warrants with the highest exercise price.