Sec Form 4 Filing - Findley Linda @ Blue Apron Holdings, Inc. - 2023-08-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Findley Linda 2. Issuer Name and Ticker or Trading Symbol Blue Apron Holdings, Inc. [ APRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2023 (Street) NEW YORK, NY10005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/25/2023 M 83 A 21,083 D Class A Common Stock 08/25/2023 M 84 A 21,167 D Class A Common Stock 08/25/2023 M 84 A 21,251 D Class A Common Stock 08/25/2023 M 84 A 21,335 D Class A Common Stock 08/25/2023 M 648 A 21,983 D Class A Common Stock 08/25/2023 M 1,041 A 23,024 D Class A Common Stock 08/28/2023 S 857 ( 2 ) D $ 7.3019 22,167 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned< /b> ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/25/2023 M 83 ( 3 ) ( 3 ) Class A Common Stock 83 $ 0 166 D Restricted Stock Units ( 1 ) 08/25/2023 M 84 ( 4 ) ( 4 ) Class A Common Stock 84 $ 0 165 D Restricted Stock Units ( 1 ) 08/25/2023 M 84 ( 5 ) ( 5 ) Class A Common Stock 84 $ 0 165 D Restricted Stock Units ( 1 ) 08/25/2023 M 84 ( 6 ) ( 6 ) Class A Common Stock 84 $ 0 165 D Restricted Stock Units ( 1 ) 08/25/2023 M 648 ( 7 ) ( 7 ) Class A Common Stock 648 $ 0 3,891 D Restricted Stock Units ( 1 ) 08/25/2023 M 1,041 ( 8 ) ( 8 ) Class A Common Stock 1,041 $ 0 10,417 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Findley Linda C/O BLUE APRON HOLDINGS, INC. 28 LIBERTY STREET NEW YORK, NY10005 X President and CEO Signatures /s/ Meredith Deutsch, as attorney-in-fact for Linda Findley 08/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis. This transaction represents the settlement of RSUs in shares of Class A Common Stock on their scheduled vesting date. ( 2 )Represents the shares automatically sold by the reporting person to satisfy tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale does not represent a discretionary trade by the reporting person. ( 3 )On February 27, 2020, the reporting person was granted RSUs, scheduled to vest over four years, of which the remaining 166 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25 and February 25) through February 25, 2024. ( 4 )On May 25, 2020, the reporting person was granted RSUs, of which the remaining 165 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each August 25, November 25, February 25 and May 25) through February 25, 2024. ( 5 )On August 25, 2020, the reporting person was granted RSUs, of which the remaining 165 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each November 25, February 25, May 25, and August 25) through February 25, 2024. ( 6 )On November 25, 2020, the reporting person was granted RSUs, of which the remaining 165 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each February 25, May 25, August 25, and November 25) through February 25, 2024. ( 7 )On February 25, 2022, the reporting person was granted RSUs, of which the remaining 3,891 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2025. ( 8 )On February 25, 2023, the reporting person was granted RSUs, of which the remaining 10,417 unvested RSUs reflected in Table II above will vest in equal quarterly installments (on each May 25, August 25, November 25, and February 25) through February 25, 2026.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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