Statement of Changes in Beneficial Ownership (4)
25 Novembro 2022 - 6:50PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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Sanberg Joseph N. |
2. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc.
[
APRN
]
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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 |
(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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 | | | | | | | | 1666666 (4) | I | By Long Live Bruce, LLC |
Class A Common Stock | | | | | | | | 1250 (5) | I | By Aspiration Growth Opportunities II GP, LLC |
Class A Common Stock | | | | | | | | 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sanberg Joseph N. 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA 90272 |
| X |
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RJB Partners LLC C/O JOSEPH N. SANBERG 528 PALISADES DRIVE, #545 PACIFIC PALISADES, CA 90272 |
| X |
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Signatures
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/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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