Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 7)*
Under the Securities Exchange Act of 1934
Blue Apron Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09523Q 200
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* 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).
CUSIP No. 09523Q 200 | ||
| 1. |
Names of Reporting Persons Matthew B. Salzberg | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power* 423,110 |
| 6. | Shared Voting Power* 1,250 | |
| 7. | Sole Dispositive Power* 423,110 | |
| 8. | Shared Dispositive Power* 1,250 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 424,360 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9)* 0.01% |
| 12. | Type of Reporting Person (See Instructions) IN |
* See Item 4 below.
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization New York | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power* 0 |
| 6. | Shared Voting Power* 0 | |
| 7. | Sole Dispositive Power* 0 | |
| 8. | Shared Dispositive Power* 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 0 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9)* 0.0% |
| 12. | Type of Reporting Person (See Instructions) OO |
* See Item 4 below.
| Item 1. | ||
| (a) | Name of Issuer Blue Apron Holdings, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices New York, NY 10005 | |
|
Item 2.
| ||
| (a) |
Name of Person(s) Filing Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | |
| (b) |
Address of Principal Business Office or, if none, Residence One CityCenter, 850 Tenth Street, NW Washington, DC 20001 Attention: Matthew C. Franker | |
| (c) |
Citizenship Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement — New York | |
| (d) | Title of Class of Securities Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP Number 09523Q 200 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable | |
| Item 4. | Ownership |
|
Matthew B. Salzberg and the Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement are filing this Amendment No. 7 to Schedule 13G to update their beneficial ownership of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Blue Apron Holdings, Inc. (the “Issuer”). | |
(a) Amount beneficially owned:
| Reporting Person | Number of Shares | |||
| Matthew B. Salzberg | 424,360 | |||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0 | |||
(b) Percent of class:
| Reporting Person | Percent of Shares(1) | |||
| Matthew B. Salzberg | 0.01 | % | ||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0.0 | % | ||
(c) Number of shares as to which the Reporting Person has:
| (i) | Sole power to vote or direct the vote: |
| Reporting Person | Number of Shares | |||
| Matthew B. Salzberg | 423,110 | (2) | ||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0 | |||
| (ii) | Shared power to vote or direct the vote: |
| Reporting Person | Number of Shares | |||
| Matthew B. Salzberg | 1,250 | (3) | ||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0 | |||
| (iii) | Sole power to dispose or direct the disposition of: | |
| Reporting Person | Number of Shares | |||
| Matthew B. Salzberg | 423,110 | (2) | ||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0 | |||
| (iv) | Shared power to dispose or direct the disposition of: |
| Reporting Person | Number of Shares | |||
| Matthew B. Salzberg | 1,250 | (3) | ||
| Family Trust Created Under Article V of The Matthew Salzberg 2014 Annuity Trust Agreement | 0 | |||
|
(1) |
Based upon 39,578,600 shares of the Issuer’s Class A Common Stock outstanding as of October 15, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2022, which was filed with the U.S. Securities and Exchange Commission on November 7, 2022. |
| (2) | Consists of (a) 420,000 shares of the Issuer’s Class A Common Stock underlying warrants held directly by Mr. Salzberg, and (b) 3,110 shares of the Issuer’s Class A Common Stock subject to options exercisable within 60 days of December 31, 2022. |
| (3) | Consists of 1,250 shares of the Issuer’s Class A 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. |
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| Not applicable. | |
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.
| MATTHEW B. SALZBERG | |
| /s/ Matthew B. Salzberg | |
|
FAMILY TRUST CREATED UNDER ARTICLE V OF THE MATTHEW SALZBERG 2014 ANNUITY TRUST AGREEMENT | |
| /s/ Matthew B. Salzberg | |
| Name: Matthew B. Salzberg | |
| Title: Co-trustee |
Dated: January 31, 2023