Sec Form 13D Filing - Sanberg Joseph N. filing for Blue Apron Holdings Inc. (APRN) - 2022-05-02

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

Joseph N. Sanberg

528 Palisades Dr. #545

Pacific Palisades, CA 90272

(310) 648-2102

with a copy to

Alison S. Ressler

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6630

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 29, 2022

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

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SCHEDULE 13D/A

CUSIP No. 09523Q 200

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CUSIP No. 09523Q 200

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CUSIP No. 09523Q 200

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CUSIP No. 09523Q 200

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Introductory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), and amends the Schedule 13D filed on November 15, 2021 (the “Initial Filing”) as amended by Amendment No. 1 filed on February 14, 2022 (together with the Initial Filing, the “Original 13D” and together with this Amendment No. 2, the “13D”). Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original 13D.

This Amendment No. 2 is being jointly filed by Joseph N. Sanberg, RJB Partners LLC (“RJB Partners”), Long Live Bruce, LLC (“Long Live Bruce”) and Aspiration Growth Opportunities II GP, LLC (“AGO II”, and together with Mr. Sanberg, RJB Partners and Long Live Bruce, the “Reporting Persons”) in connection with the matters described in Item 4 hereof.

Item 2. Identity and Background.

Item 2 of the Original 13D is amended and restated as follows:

(a)–(c): This 13D is being jointly filed by the Reporting Persons. Any disclosures herein with respect to any Reporting Person are made only by such Reporting Person.

The principal residence of Mr. Sanberg is 528 Palisades Drive #525, Pacific Palisades, California 90272. The principal business address of each of RJB Partners, Long Live Bruce and AGO II is 528 Palisades Drive #525, Pacific Palisades, California 90272. Mr. Sanberg’s present principal occupation is being an entrepreneur.

Mr. Sanberg is the managing member of RJB Partners, Long Live Bruce and AGO II. RJB Partners is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of (i) investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family and (ii) providing business consulting services. Long Live Bruce is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family. AGO II is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family.

(d) and (e): During the last five years, none of the Reporting Persons has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Sanberg is a citizen of the United States of America. RJB Partners, Long Live Bruce and AGO II are Delaware limited liability companies.

Item 3. Source and Amount of Funds or Other Consideration.

On April 29, 2022, RJB Partners entered into a purchase agreement (the “April 2022 Purchase Agreement” and together with the February 2022 Purchase Agreement and the Purchase Agreement, the “Purchase Agreements”) with the Company, pursuant to which RJB Partners agreed to purchase from the Company (i) on April 29, 2022, 1,666,666 shares of Class A Common Stock (the “Initial PIPE Shares”) at a price of $12.00 for each share of Class A Common Stock (or an aggregate purchase price of $20,000,000) and (ii) on May 30, 2022 (or such other date as mutually agreed between RJB Partners and the Company), an additional 1,666,666 shares of Class A Common Stock at a price of $12.00 for each share of Class A Common Stock (or an aggregate purchase price of $20,000,000) for an aggregate of 3,333,333 shares of Class A Common Stock for $40,000,000.

Simultaneously with the closing of the initial acquisition of the Initial PIPE Shares contemplated by the April 2022 Purchase Agreement, RJB Partners assigned its rights to acquire the Initial PIPE Shares pursuant to the April 2022 Purchase Agreement to Long Live Bruce, LLC, a Delaware limited liability company, of which Mr. Sanberg is managing member, and Long Live Bruce assumed all of RJB Partners’ obligations in respect of the Initial PIPE Shares, including the payment of the purchase price thereof, under the April 2022 Purchase Agreement.

The purchase price paid by Long Live Bruce was funded with proceeds from a loan from Metropolitan Partners Group (“MPG”), which is secured by, among other things, a pledge of the Initial PIPE Shares (the “MPG Financing”).

Item 4. Purpose of Transaction.

On April 29, 2022, Mr. Sanberg and RJB Partners proposed an additional investment of $40 million in the Company in the form of a private placement to (i) provide additional capital for growth (including for marketing, new product development and potential environmental, social and corporate governance initiatives identified by the Company and (ii) enable the Company to repay all outstanding indebtedness under the Financing Agreement dated as of October 16, 2020 (the “Financing Agreement”), by and among, Blue Apron, LLC, the Company and certain other subsidiaries of the Company party thereto as subsidiary guarantors, the lenders party thereto from time to time, and Blue Torch, as administrative agent and collateral agent for such lenders, as amended by that Amendment No. 1 to the Financing Agreement, dated as of November 19, 2020 and that Amendment No. 2 to Financing Agreement, dated as of May 5, 2021.

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April 2022 Purchase Agreement

The description of the transaction in Item 3 above is incorporated by reference herein.

In addition, pursuant to the April 2022 Purchase Agreement, the Company agreed to refinance its existing indebtedness with $30.0 million of senior secured notes issued to clients of Allianz Global Investors, which, together with cash on hand, will be used to repay all outstanding indebtedness under the Financing Agreement, on or prior to May 3, 2022. As a result of such repayment, the warrants purchased by RJB Partners pursuant to the February 2022 Purchase Agreement and the Purchase Agreement shall be freely exercisable on the date that is 61 days after the date that the Financing Agreement is terminated and all amounts thereunder are fully paid.

The April 2022 Purchase Agreement contains a voting agreement and a customary three-year standstill (beginning on September 15, 2021), each with the same terms and conditions as the Purchase Agreement, which was described in and filed as Exhibit A to the Initial Filing. The descriptions of the voting agreement and standstill are incorporated by reference herein.

In addition, pursuant to the terms of the April 2022 Purchase Agreement, within 30 days of the date requested by RJB Partners or on such other date as mutually agreed by the Company and RJB Partners, the Company agreed to register for resale the shares of Class A Common Stock issued or to be issued pursuant to the April 2022 Purchase Agreement in a registration statement filed by the Company for the offer and sale of Class A Common Stock by RJB Partners and its affiliates, subject to specified conditions and limitations.

The foregoing description is qualified in its entirety by the full text of the April 2022 Purchase Agreement, which is attached as Exhibit A to this Amendment No. 2 and is incorporated by reference herein.

Amended and Restated Registration Rights Agreement

In connection with the transactions contemplated by the April 2022 Purchase Agreement, the Company and RJB Partners amended and restated the February 2022 Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) to grant RJB Partners and its Permitted Transferees (as defined in the Amended and Restated Registration Rights Agreement) certain registration rights with respect to the shares of Class A Common Stock purchased and to be purchased pursuant to the April 2022 Purchase Agreement. The Amended and Restated Registration Rights Agreement requires the Company to, among other things, file a resale shelf registration statement on behalf of RJB Partners within 30 days of the date that RJB Partners requests the Company to make such filing or such other date as mutually agreed by the Company and RJB Partners. The Amended and Restated Registration Rights Agreement contains the substantially same terms and conditions as the Registration Rights Agreement, which was described in and filed as Exhibit B to the Initial Filing. The descriptions of the terms and conditions of the Registration Rights Agreement are incorporated by reference herein.

The foregoing description is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, which is attached as Exhibit B to this Amendment No. 2 and is incorporated herein by reference.

Mr. Sanberg has developed a relationship with certain officers and directors of the Company and engages in discussions from time to time with the Company regarding recent developments and various other matters. Such matters include, among other things, the Company’s business, strategy, management, governance, operations, prospects and potential transactions.

In addition, in connection with the MPG Financing, RJB Partners agreed to transfer to certain affiliates of MPG, warrants exercisable for an aggregate of 250,000 shares of Class A Common Stock at an exercise price of $15 per share.

The Reporting Persons acquired their interest in the Company for investment purposes and review their investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the nature and outcome of the discussions referred to above, the contractual restrictions in the Purchase Agreements (including the standstills therein), the Company’s financial position, results of operations, price levels of the Class A Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take or propose to take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, acquiring additional shares of Class A Common Stock (or other securities of or interests in the Company) and/or the entirety of the Company or disposing of all or a portion of the shares of Class A Common Stock (or other securities of or interests in the Company) beneficially owned by them in the public markets, in privately negotiated transactions or otherwise, and potentially entering into derivative or other transactions that increase or decrease the Reporting Persons’ economic interest in or control over the Company.

Item 5. Interest in Securities of the Issuer.

(a) The information set forth on rows 11 and 13 (and related footnotes) of each of the cover pages of this Amendment No. 2 and the description of the voting agreements set forth in Item 4 are incorporated herein by reference.

As a result of the holding described below, the Reporting Persons may be deemed to beneficially own, in the aggregate, 19,290,422 shares of Class A Common Stock, representing approximately 43.21% of the Company’s outstanding shares of Class A Common Stock (based on (i) 32,288,424 shares of Class A Common Stock outstanding as of February 15, 2022, as reported by the Company in its Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 25, 2022, plus (ii) 1,666,666

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shares of Class A Common Stock issued to Long Live Bruce in connection with the initial closing of the acquisitions of securities contemplated by the April 2022 Purchase Agreement, plus (iii) 1,666,667 shares of Class A Common Stock to be issued to RJB Partners on May 30, 2022 in connection with the subsequent closing of the acquisitions of securities contemplated by the April 2022 Purchase Agreement, plus (iv) 9,021,620 shares of Class A Common Stock issuable upon exercise of the warrants held by RJB Partners).

(b) The information set forth in rows 7 through 10 (and related footnotes) of each of the cover pages of this Amendment No. 2 and the description of the voting agreements set forth in Item 4 are incorporated herein by reference.

As of the date hereof (after giving effect to the transactions described in Item 4 above), Mr. Sanberg (i) directly owns 214,293 shares of Class A Common Stock and (ii) beneficially owns (A) 6,719,926 shares of Class A Common Stock held by RJB Partners, (B) 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners (notwithstanding that the warrants are only entitled to voting rights upon exercise), (C) 1,666,666 shares of Class A Common Stock purchased by Long Live Bruce in connection with the closing of the initial acquisition of securities contemplated by the April 2022 Purchase Agreement, (D) 1,666,667 shares of Class A Common Stock to be issued to RJB Partners in connection with the closing of the subsequent acquisition of securities contemplated by the April 2022 Purchase Agreement and (E) 1,250 shares of Class A Common Stock held by AGO II.

As of the date hereof (after giving effect to the transactions described in Item 4 above), RJB Partners (i) directly owns 6,719,926 shares of Class A Common Stock and (ii) beneficially owns (A) 1,666,667 shares of Class A Common Stock to be issued to RJB Partners in connection with the closing of the subsequent acquisition of securities contemplated by the April 2022 Purchase Agreement and (B) 9,021,620 shares of Class A Common Stock issuable upon exercise of warrants (with escalating strike prices) held by RJB Partners (notwithstanding that the warrants are only entitled to voting rights upon exercise).

As of the date hereof (after giving effect to the transactions described in Item 4 above), Long Live Bruce directly owns 1,666,666 shares of Class A Common Stock and AGO II directly owns 1,250 shares of Class A Common Stock.

Voting and dispositive power of the shares and warrants, as applicable, held by RJB Partners, Long Live Bruce and AGO II are deemed shared with Mr. Sanberg as the managing member thereof.

(c) Except as set forth in Item 4 above, none of the Reporting Persons has effected any transactions in the shares of Class A Common Stock in the past 60 days.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer

The descriptions of the contracts and arrangements with respect to the securities of the Company set forth in Item 3 and Item 4 are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

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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.

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EXHIBIT INDEX