Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 6:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 3)
Under
the Securities Exchange Act of 1934
Blue
Apron Holdings, Inc.
(Name
of Issuer)
Class
A Common Stock, $ 0.0001 par value
(Title
of Class of Securities)
09523Q200
(CUSIP
Number)
DPH
Holdings Ltd.
Suite
3E-1, Landmark Square, 64 Earth Close
Grand
Cayman KY 1-9006
(888)
959-8022
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒
Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 09523Q200 |
13G/A |
Page
2 of 5 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DPH
Holdings Ltd.
00-0000000 |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
3,538,054 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
3,538,054 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,538,054 (1) |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9% (2) |
12. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
(1) |
Does not include approximately 576,449 shares of Class A common stock issuable upon exercise of warrants held by
the reporting person. Such warrants require at least 61 days’ notice to the issuer prior to exercise. |
(2) |
Based
on 39,578,600 shares of Class A common stock outstanding as of October 15, 2022, as reported by the issuer in its Quarterly Report
on Form 10-Q, as filed with the Securities and Exchange Commission on November 7, 2022. |
CUSIP
No. 09523Q200 |
13G/A |
Page
3 of 5 Pages |
Item
1.
|
(a) |
Name
of Issuer:
Blue
Apron Holdings, Inc. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices:
28
Liberty Street, New York, NY 10005 |
Item
2.
|
(a) |
Name
of Person Filing:
DPH
Holdings Ltd. |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence:
Suite
3E-1, Landmark Square, 64 Earth Close, Grand Cayman KY 1-9006 |
|
|
|
|
(c) |
Citizenship |
|
|
Cayman
Islands |
|
|
|
|
(d) |
Title
of Class of Securities
Class
A Common Stock, $0.0001 par value |
|
|
|
|
|
(e) |
CUSIP
Number
09523Q200 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
[ ] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
[ ] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[ ] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[ ] |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
[ ] |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[ ] |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[ ] |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
[ ] |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
[ ] |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
[ ] |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 09523Q200 |
13G/A |
Page
4 of 5 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: 3,538,054 (1) |
|
|
|
|
|
(b) |
Percent
of class: 8.9% |
|
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote: 3,538,054 |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: 0 |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 3,538,054 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: 0 |
|
(1) |
Does not include approximately 576,449 shares of Class A common stock issuable upon exercise of warrants held by the reporting person. Such warrants require at least 61 days’ notice to the issuer prior to exercise. |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ]
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
CUSIP
No. 09523Q200 |
13G/A |
Page
5 of 5 Pages |
Item
10. Certification.
|
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 10, 2023 |
DPH
HOLDINGS LTD. |
|
|
|
By: |
/s/
Dustin Patrick Haliman |
|
Name: |
Dustin
Patrick Haliman |
|
Title: |
Corporate
Secretary |
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