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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Blue Apron Holdings, Inc. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 per share |
|
(Title of Class of Securities)
|
| 09523Q200 |
|
(CUSIP Number)
|
| January 7, 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) | |
| ☐ | 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 (“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 . | 09523Q200 | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United State of America |
|||
|
NUMBER OF BENEFICIALLY EACH PERSON |
5 |
SOLE VOTING 0 |
||
| 6 |
SHARED VOTING POWER 1,927,044 Shares of Common Stock |
|||
| 7 |
SOLE DISPOSITIVE POWER 0 |
|||
| 8 |
SHARED DISPOSITIVE POWER 1,927,044 Shares of Common Stock |
|||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,927,044 Shares of Common Stock |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1(1)% |
|||
| 12 |
TYPE OF REPORTING PERSON IA, PN |
|||
| (1) | Based on 31,571,024 shares of Common Stock outstanding as of November 15, 2021, as set forth in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 10, 2021. |
| CUSIP No . | 09523Q200 | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United State of America |
|||
|
NUMBER OF BENEFICIALLY EACH PERSON |
5 |
SOLE VOTING 0 |
||
| 6 |
SHARED VOTING POWER 1,927,044 Shares of Common Stock |
|||
| 7 |
SOLE DISPOSITIVE POWER 0 |
|||
| 8 |
SHARED DISPOSITIVE POWER 1,927,044 Shares of Common Stock |
|||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,927,044 Shares of Common Stock |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1(1)% |
|||
| 12 |
TYPE OF REPORTING PERSON OO |
|||
| (1) | Based on 31,571,024 shares of Common Stock outstanding as of November 15, 2021, as set forth in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 10, 2021. |
| CUSIP No . | 09523Q200 | Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America |
|||
|
NUMBER OF BENEFICIALLY EACH PERSON |
5 |
SOLE VOTING 0 |
||
| 6 |
SHARED VOTING POWER 1,589,925 Shares of Common Stock |
|||
| 7 |
SOLE DISPOSITIVE POWER 0 |
|||
| 8 |
SHARED DISPOSITIVE POWER 1,589,925 Shares of Common Stock |
|||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,925 Shares of Common Stock |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0(1)% |
|||
| 12 |
TYPE OF REPORTING PERSON PN |
|||
| (1) | Based on 31,571,024 shares of Common Stock outstanding as of November 15, 2021, as set forth in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 10, 2021. |
| CUSIP No . | 09523Q200 | Page 5 of 10 |
| 1 |
NAME OF REPORTING PERSON Gary Steven Lehrman†
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United State of America |
|||
|
NUMBER OF BENEFICIALLY EACH PERSON |
5 |
SOLE VOTING 0 |
||
| 6 |
SHARED VOTING POWER 1,927,044 Shares of Common Stock |
|||
| 7 |
SOLE DISPOSITIVE POWER 0 |
|||
| 8 |
SHARED DISPOSITIVE POWER 1,927,044 Shares of Common Stock |
|||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,927,044 Shares of Common Stock |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1(1)(2)% |
|||
| 12 |
TYPE OF REPORTING PERSON IN |
|||
| (1) | Based on 31,571,024 shares of Common Stock outstanding as of November 15, 2021, as set forth in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 10, 2021. |
| (2) | As of January 7, 2022, the Fund owned an aggregate of 1,589,925 shares of Common Stock of the Issuer. Gary Lehrman is the Managing Partner of Wolf Hill Capital Management, LP, and Wolf Hill Capital Management, LP is the investment manager of the Fund, in which such shares referred to above are held. As a result, Wolf Hill Capital Management, LP and Mr. Lehrman possess the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, Wolf Hill Capital Management, LP and Mr. Lehrman may be deemed to beneficially own a total of 1,927,004 shares. |
† Mr. Lehrman disclaims any beneficial ownership of the shares.
| CUSIP No. | 09523Q200 | Page 6 of 10 |
| Item 1(a). | Name of Issuer: Blue Apron Holdings, Inc. (the “Issuer”) | ||
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: 28 Liberty Street New York, New York 10005 | ||
| Item 2(a). |
Name of Person Filing: This statement is jointly filed by and on behalf of each of Wolf Hill Partners, LP (the “Fund”), Wolf Hill Capital Management, LP, and Wolf Hill General Partner, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Wolf Hill Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Wolf Hill General Partner, LLC is the general partner of both Wolf Hill Capital Management, LP and the Fund and may be deemed to beneficially own securities owned by the Fund.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | ||
| The address of the principal business office of each of the reporting person is 222 East 46th Street, Suite 403, New York, NY 10017 | |||
| Item 2(c). | Citizenship: | ||
| See Item 4 on the cover page(s) hereto. | |||
| Item 2(d). | Title of Class of Securities: | ||
| Class A Common Stock, par value $0.0001 per share | |||
| Item 2(e). | CUSIP Number: 09523Q200 | ||
| 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: | ||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| CUSIP No . | 09523Q200 | Page 7 of 10 |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. | ||
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 31,571,024 shares of Common Stock outstanding as of November 15, 2021, as set forth in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 10, 2021.
| |||
| CUSIP No . | 09523Q200 | Page 8 of 10 |
| 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 [ ] | |
| 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. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
|
WOLF HILL CAPITAL MANAGEMENT, LP Date: January 18, 2022 |
||
| By: | /s/ Gary Steven Lehrman | |
| Name: | Gary Steven Lehrman | |
| Title: | Managing Partner | |
| WOLF HILL PARTNERS, LP | ||
| Date: January 18, 2022 | ||
| By: | Wolf Hill General Partner, LLC | |
| its General Partner | ||
| By: | /s/ Gary Steven Lehrman | |
| Name: | Gary Steven Lehrman | |
| Title: | Managing Member of the General Partner | |
|
WOLF HILL GENERAL PARTNER, LLC Date: January 18, 2022 |
||
| By: | /s/ Gary Steven Lehrman | |
| Name: | Gary Steven Lehrman | |
| Title: | Managing Member | |
Page 9 of 10
EXHIBIT 1: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
Members of Group