SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Smith Timothy J

(Last)

(First)

(Middle)

C/O BLUE APRON HOLDINGS, INC.

5 CROSBY STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2017

3. Issuer Name and Ticker or Trading Symbol
Blue Apron Holdings, Inc. [ APRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP&Gen. Mgr,Consumer Products

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000	⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	12/21/2026	Class B Common Stock⁽⁴⁾	150,000	$5.53	D

Explanation of Responses:

1. The restricted stock units are scheduled to vest over four years, with 10% of the restricted stock units vesting on the first anniversary of July 5, 2017, 20% of the restricted stock units vesting on the second anniversary of July 5, 2017, 30% of the restricted stock units vesting on the third anniversary of July 5, 2017 and 40% of the restricted stock units vesting on the fourth anniversary of July 5, 2017.

2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

3. This option was granted on December 22, 2016. The shares underlying the option are scheduled to vest over four years, with 25% of the shares vesting on the first anniversary of August 8, 2016 and the remainder vesting over the ensuing three years in equal monthly installments.

4. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis upon certain transfers of such shares and at the holder's election and has no expiration date.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	Benjamin C. Singer, as attorney-in-fact for Timothy J. Smith	07/31/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.