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Form 4/A Blue Apron Holdings, For: Apr 29 Filed by: Long Live Bruce, LLC

September 7, 2022 4:30 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
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 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 *
Sanberg Joseph N.
(Last) (First) (Middle)
528 PALISADES DRIVE, #545
(Street)
PACIFIC PALISADES CA 90272
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/02/2022		 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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               6,719,926 (6) I By RJB Partners LLC
Class A Common Stock 04/29/2022   P   1,666,666 (1) (2) A $ 12 (1) (2) 1,666,666 (7) I By Long Live Bruce, LLC
Class A Common Stock 09/07/2022   P   10,000,000 (1) (2) (3) A $ 5.65 (1) (2) (3) (4) (5) 10,000,000 (8) I By Remember Bruce, LLC
Class A Common Stock               214,293 D  
Class A Common Stock               1,250 (9) I By Aspiration Growth Opportunities II GP, LLC
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
Warrant (right to buy) $ 15 04/29/2022   J V 1   02/14/2022 02/14/2029 Class A Common Stock 200,000 (10) $ 0 (10) 1 (10) I By RJB Partners LLC
Warrant (right to buy) $ 15             02/14/2022 02/14/2029 Class A Common Stock 85,714 (10)   1 (10) I By RJB Partners LLC
Explanation of Responses:
1. In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of April 29, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, agreed to purchase from the Issuer, for an aggregate purchase price of $40 million, 3,333,333 shares of Class A common stock, 1,666,666 of which shares (the "Initial Shares") were acquired on April 29, 2022 in connection with the closing of the initial acquisition of securities contemplated by the Purchase Agreement and the remaining 1,666,667 of such shares (the "Subsequent Shares") will be acquired by RJB Partners on May 30, 2022 (or such other date as mutually agreed by RJB Partners and the Issuer), subject to customary closing conditions.
2. (Continued from footnote 1) On April 29, 2022, RJB Partners assigned to Long Live Bruce, LLC, an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce, its right to acquire the Initial Shares to Long Live Bruce and Long Live Bruce assumed RJB Partners' obligations in respect of the Initial Shares, including the payment of the purchase price thereof.
3. On August 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into an amendment to the Purchase Agreement (the "Purchase Agreement Amendment") pursuant to which RJB Partners agreed to purchase from the Issuer on August 31, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) (such date, the "Subsequent Closing") (i) the Subsequent Shares at a price of $5.00 per share instead of $12.00 per share and (ii) an additional 8,333,333 shares of Class A Common Stock at a price of $5.00 per share (the "Additional Subsequent Shares").
4. On September 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into a second amendment to the Purchase Agreement (the "Second Purchase Agreement Amendment" and together with the Purchase Agreement Amendment, the "Purchase Agreement Amendments") pursuant to which RJB Partners and the Issuer mutually agreed to (i) extend the Subsequent Closing to September 30, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) and (ii) increase the price per share of Class A Common Stock to be acquired by RJB Partners on September 30, 2022 from $5.00 to $5.65. As a result, RJB Partners or its assignees have purchased or will purchase pursuant to the Purchase Agreement (as amended by the Purchase Agreement Amendments), an aggregate of 11,666,666 shares of Class A Common Stock for $75,000,000.
5. (Continued from footnote 4) On September 7, 2022, RJB Partners assigned to Remember Bruce, LLC ("Remember Bruce"), an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce, its right to acquire the Subsequent Shares and Additional Subsequent Shares to Remember Bruce and Remember Bruce assumed RJB Partners' obligations in respect of the Subsequent Shares and Additional Subsequent Shares, including the payment of the purchase price thereof.
6. These securities are owned directly by 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.
7. These securities are owned directly by Long Live Bruce, LLC ("Long Live Bruce"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live Bruce. 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.
8. These securities are owned directly by Remember Bruce, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce. 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.
9. 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.
10. In connection with the transactions contemplated by the Purchase Agreement, RJB Partners transferred warrants exercisable for an aggregate 200,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to Metropolitan Partners Fund VI, LP, Metropolitan Partners Fund VI, LP and Metropolitan Levered Partners Fund VII, LP. As a result of the transfer of the $15 Warrants described in the foregoing sentence, RJB Partners owns $15 Warrants exercisable for an aggregate of 85,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants.
/s/ Joseph N. Sanberg, Name: Joseph N. Sanberg 09/07/2022
** Signature of Reporting Person Date
RJB Partners LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member 09/07/2022
** Signature of Reporting Person Date
Long Live Bruce, LLC, /s/ Joseph N. Sanberg, Name: Joseph N. Sanberg, Title: Managing Member 09/07/2022
** 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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