Statement of Changes in Beneficial Ownership (4)
25 Novembro 2022 - 06:50PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 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 * Sanberg Joseph N. |
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)
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(Last)
(First)
(Middle)
528 PALISADES DRIVE, #545, |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/22/2022
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(Street)
PACIFIC PALISADES, CA 90272
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/22/2022 |
|
S |
|
96970 (1) |
D |
$1.0654 (1) |
6622956 (3) |
I |
By RJB Partners LLC |
Class A Common Stock |
11/23/2022 |
|
S |
|
214293 (2) |
D |
$1.0242 (2) |
0 |
D |
|
Class A Common Stock |
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|
|
|
|
|
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1666666 (4) |
I |
By Long Live Bruce, LLC |
Class A Common Stock |
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|
|
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1250 (5) |
I |
By Aspiration Growth Opportunities II GP,
LLC |
Class A Common Stock |
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|
|
|
|
|
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10000000 (6) |
I |
By Remember Bruce, 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. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of
Responses: |
(1) |
This transaction represents
sales executed at prices ranging from $1.04 to $1.09. The price
reported above reflects the weighted average sale price of trades
occurring within that price range. The reporting person undertakes
to provide upon request to the SEC staff, Blue Apron Holdings, Inc.
(the "Issuer") or a security holder of the Issuer full information
regarding the number of shares and prices at which the transaction
was effected. |
(2) |
This transaction represents
sales executed at prices ranging from $1.00 to $1.08. The price
reported above reflects the weighted average sale price of trades
occurring within that price range. The reporting person undertakes
to provide upon request to the SEC staff, the Issuer or a security
holder of the Issuer full information regarding the number of
shares and prices at which the transaction was
effected. |
(3) |
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. |
(4) |
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. |
(5) |
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. |
(6) |
These securities are
beneficially owned by Remember Bruce, LLC ("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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Sanberg Joseph N.
528 PALISADES DRIVE, #545
PACIFIC PALISADES, CA 90272 |
|
X |
|
|
RJB Partners LLC
C/O JOSEPH N. SANBERG
528 PALISADES DRIVE, #545
PACIFIC PALISADES, CA 90272 |
|
X |
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Signatures
|
/s/ Joseph N. Sanberg, Joseph N.
Sanberg |
|
11/25/2022 |
**Signature of Reporting
Person |
Date |
/s/ Joseph N. Sanberg, Joseph N. Sanberg,
Managing Member |
|
11/25/2022 |
**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 control number. |
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