Sec Form 13G Filing - Salzberg Matthew B filing for Blue Apron Holdings Inc. (APRN) - 2020-02-12

SCHEDULE 13G

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* See Item 4 below.

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* See Item 4 below.

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Matthew B. Salzberg and the Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement (the “2014 Annuity Trust,” and together with Matthew B. Salzberg, the “Reporting Persons”) are filing this Amendment No. 4 to Schedule 13G (this “Statement”) to update the Reporting Persons’ beneficial ownership of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), of Blue Apron Holdings, Inc. (the “Issuer”). On June 14, 2019, the Issuer effected a 1-for-15 reverse stock split of its Common Stock (the “Reverse Stock Split”). The amount of securities reported on this Statement has been adjusted from the amount reported in the Reporting Persons’ prior filing to reflect the Reverse Stock Split.

(a)         Amount beneficially owned:

(b)         Percent of class:

(c)          Number of shares as to which the reporting person has:

(i)             Sole power to vote or direct the vote:

(ii)          Shared power to vote or direct the vote:

(iii)       Sole power to dispose or direct the disposition of:

(iv)      Shared power to dispose or direct the disposition of:

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(1)                                 Based upon outstanding share information provided to the Reporting Person by the Issuer as of December 31, 2019 (7,799,093 shares of Class A Common Stock outstanding).  Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder’s election.

(2)                                 Based on the quotient obtained by dividing (a) the aggregate number of shares of Common Stock beneficially owned by the Reporting Person as set forth in Item 4(a) by (b) the sum of (i) 7,799,093 shares of Class A Common Stock outstanding as of December 31, 2019 and (ii) 3,163,495 shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of 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.

(3)                                 Based on the quotient obtained by dividing (a) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Personas set forth in Item 4(a) by (b) the sum of (i) 7,799,093 shares of Class A Common Stock outstanding as of December 31, 2019 and (ii) 1,316,272 shares of Class B Common Stock beneficially owned by the Reporting Person. 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.

(4)                                 Consists of (a) 11,616 shares of the Issuer’s Class A Common Stock held of record by Mr. Salzberg, (b) 1,315,161 shares of the Issuer’s Class B Common Stock held of record by Mr. Salzberg, (c) 166,666 shares of the Issuer’s Class B Common Stock held of record by The Matthew Salzberg Family 2014 Trust, for which Mr. Salzberg serves as a trustee, and (d) 2,334 shares of the Issuer’s Class B Common Stock’ subject to options exercisable within 60 days of December 31, 2019.

(5)                                 Matthew B. Salzberg and his father, Barry Salzberg, are co-trustees of the 2014 Annuity Trust. Matthew B. Salzberg has sole investment control and Barry Salzberg has sole voting control over securities owned by the 2014 Annuity Trust.

(6)                                 Consists of 1,250 shares of the Issuer’s Class B Common Stock held of record by Aspiration Growth Opportunities II GP, LLC, with respect to which Matthew B. Salzberg has shared investment and voting power.

(7)                                  Consists of (a) the shares described in footnote 4, (b) 1,316,272 shares of the Issuer’s Class B Common Stock held of record by the 2014 Annuity Trust, for which Matthew B. Salzberg exercises sole investment control, (c) 180,906 shares of the Issuer’s Class B Common Stock held of record by MS 2018 Trust I, for which Matthew B. Salzberg exercises sole investment control, and (d) 180,906 shares of the Issuer’s Class B Common Stock held of record by MS 2018 Trust II (together with MS 2018 Trust I, the “2018 Trusts”), for which Matthew B. Salzberg exercises sole investment control. Matthew B. Salzberg and his father, Barry Salzberg, are co-trustees of the 2018 Trusts. Matthew B. Salzberg has sole investment control and Barry Salzberg has sole voting control over securities owned by the 2018 Trusts.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2020

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