SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Carmichael Beverly K

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

28 LIBERTY STREET

(Street)

NEW YORK

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/07/2023		M		1,607⁽¹⁾	A	⁽²⁾	1,830⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/07/2023		M			1,607⁽¹⁾	⁽³⁾	⁽³⁾	Class A Common Stock	1,607⁽¹⁾	$0	0	D
Restricted Stock Units	⁽⁴⁾	06/07/2023		A		9,472⁽¹⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	9,472⁽¹⁾	$0	9,472⁽¹⁾	D

Explanation of Responses:

1. Amounts reported in this Form 4 reflect the one-for-twelve reverse stock split effected by the issuer on June 7, 2023.

2. 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.

3. The RSUs vested in full on June 7, 2023 and are subject to a deferral election. Shares of Class A Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

4. Each RSU represents a contingent right to receive one share of Class A Common Stock.

5. The RSUs are scheduled to vest in full on the earlier of June 13, 2024 and the date of the issuer's 2024 annual meeting of stockholders. The Reporting Person has elected to defer settlement of the shares of Class A common stock underlying these RSUs until the earlier of (i) 30 days following the Reporting Person's "separation from service" with the issuer and (ii) a "change in control event," each as defined under Section 409A of the Internal Revenue Code of 1986, as amended.

Remarks:

	/s/ Meredith Deutsch, as attorney-in-fact for Beverly Carmichael	06/09/2023
	** 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.

SEC Form 4 filed by Carmichael Beverly K