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Form 4 Blue Apron Holdings, For: May 25 Filed by: Findley Linda

May 26, 2023 8:36 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Findley Linda
(Last) (First) (Middle)
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
(Street)
NEW YORK NY 10005
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/25/2023   M   5,557 A (1) 240,201 D  
Class A Common Stock 05/25/2023   M   997 A (1) 241,198 D  
Class A Common Stock 05/25/2023   M   998 A (1) 242,196 D  
Class A Common Stock 05/25/2023   M   998 A (1) 243,194 D  
Class A Common Stock 05/25/2023   M   997 A (1) 244,191 D  
Class A Common Stock 05/25/2023   M   7,782 A (1) 251,973 D  
Class A Common Stock 05/25/2023   M   12,500 A (1) 264,473 D  
Class A Common Stock 05/26/2023   S   12,464 (2) D $ 0.5586 252,009 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 05/25/2023   M     5,557   (3)   (3) Class A Common Stock 5,557 $ 0 0 D  
Restricted Stock Units (1) 05/25/2023   M     997   (4)   (4) Class A Common Stock 997 $ 0 2,994 D  
Restricted Stock Units (1) 05/25/2023   M     998   (5)   (5) Class A Common Stock 998 $ 0 2,995 D  
Restricted Stock Units (1) 05/25/2023   M     998   (6)   (6) Class A Common Stock 998 $ 0 2,992 D  
Restricted Stock Units (1) 05/25/2023   M     997   (7)   (7) Class A Common Stock 997 $ 0 2,994 D  
Restricted Stock Units (1) 05/25/2023   M     7,782   (8)   (8) Class A Common Stock 7,782 $ 0 54,476 D  
Restricted Stock Units (1) 05/25/2023   M     12,500   (9)   (9) Class A Common Stock 12,500 $ 0 137,500 D  
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date.
2. Represents the shares automatically sold by the reporting person to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person.
3. On May 25, 2019, the reporting person was granted 193,572 RSUs, scheduled to vest over four years, with 3.38% of the RSUs vesting on May 25, 2019, 6.25% of the RSUs vesting in equal quarterly installments (on each August 25, November 25, February 25 and May 25) over the following 15 quarterly periods, and the remaining 2.87% of the RSUs vesting on May 25, 2023.
4. On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 2,994 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25 and February 25) through February 25, 2024.
5. On May 25, 2020, the reporting person was granted RSUs, of which the remaining 2,995 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25 and May 25) through February 25, 2024.
6. On August 25, 2020, the reporting person was granted RSUs, of which the remaining 2,992 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through February 25, 2024.
7. On November 25, 2020, the reporting person was granted RSUs, of which the remaining 2,994 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each February 25, May 25, August 25, and November 25) through February 25, 2024.
8. On February 25, 2022, the reporting person was granted RSUs, of which the remaining 54,476 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2025.
9. On February 25, 2023, the reporting person was granted RSUs, of which the remaining 137,500 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2026.
/s/ Meredith Deutsch, as attorney-in-fact for Linda Findley 05/26/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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