Sec Form 13G Filing - Papas Ilia M filing for Blue Apron Holdings Inc. (APRN) - 2020-02-13

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

Ilia M. Papas

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power*

400,694

Shared Voting Power*

0

Sole Dispositive Power*

400,694

Shared Dispositive Power*

0

Aggregate Amount Beneficially Owned by Each Reporting Person*

400,694

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)*

4.9%

Type of Reporting Person (See Instructions)

IN

See Item 4 below.

Item 1.   

Name of Issuer

Blue Apron Holdings, Inc.

Address of Issuer’s Principal Executive Offices

28 Liberty Street

New York, NY 10005

Name of Person(s) Filing

Ilia M. Papas

Address of Principal Business Office or, if none, Residence

539 Atlantic Avenue, #170365

Brooklyn, NY 11217

Citizenship

United States of America

Title of Class of Securities

Class A Common Stock, $0.0001 per share

CUSIP Number

09523Q 200

Amount beneficially owned:

400,694 (1)

Percent of class:

4.9%(2)(3)

Sole power to vote or direct the vote:

400,694

Shared power to vote or direct the vote:

0

Sole power to dispose or direct the disposition of:

400,694

Shared power to dispose or direct the disposition of:

0

Consists of (a) 10,825 shares of Class A Common Stock held of record by Mr. Papas, and (b) 389,869 shares of Class B Common Stock held of record by Mr. Papas, which are convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election.

Based upon 7,608,045 issued and outstanding shares of the Issuer’s Class A Common Stock as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019. Gives effect to a 1-for-15 reverse stock split of the Issuer’s Class A Common Stock and Class B Common Stock effectuated by the Issuer effective after market close on June 14, 2019. Each share of Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election.

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Item 4(a), by (b) the sum of (i) 7,608,045 issued and outstanding shares of the Issuer’s Class A Common Stock as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, (ii) 389,869 shares of Class B Common Stock beneficially owned by the Reporting Person as of December 31, 2019, which are convertible into Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder’s election, and (iii) 100,000 shares of Class A Common Stock of the Issuer issued on October 29, 2019, to the Reporting Person by the Issuer upon the conversion by the Reporting Person of 100,000 shares of Class B Common Stock to Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. All outstanding share information of the Issuer’s Class A Common Stock and Class B Common Stock gives effect to a 1-for-15 reverse stock split of the Issuer’s Class A Common Stock and Class B Common Stock effectuated by the Issuer effective after market close on June 14, 2019.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification