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

1. Name and Address of Reporting Person *

Blake Alan
2. Issuer Name and Ticker or Trading Symbol

Blue Apron Holdings, Inc. [ APRN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O BLUE APRON HOLDINGS, INC., 28 LIBERTY STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2020
(Street)

NEW YORK, NY 10005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/25/2020  M  1048 A (1)11861 D  
Class A Common Stock 5/25/2020  M  2600 A (1)14461 D  
Class A Common Stock 5/25/2020  M  781 A (1)15242 D  
Class A Common Stock 5/26/2020  S  1528 (2)D$8.1617 13714 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)5/25/2020  M     1048   (3) (3)Class A Common Stock 1048 $0 9441 D  
Restricted Stock Units  (1)5/25/2020  M     2600   (4) (4)Class A Common Stock 2600 $0 28611 D  
Restricted Stock Units  (1)5/25/2020  M     781   (5) (5)Class A Common Stock 781 $0 11719 D  

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 pursuant to an election 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 August 25, 2018, the reporting person was granted 16,779 RSUs, scheduled to vest over four years, with 25% of the RSUs vesting on the one-year anniversary of August 25, 2018 and the remaining RSUs vesting in quarterly installments (on each November 25, February 25, May 25 and August 25) over the remaining three-year period following the one-year anniversary of August 25, 2018.
(4) On February 25, 2019, the reporting person was granted 41,611 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 25, 2019.
(5) On February 26, 2020, the reporting person was granted 12,500 RSUs, scheduled to vest over four years in quarterly installments, with 6.25% of the RSUs vesting on each May 25, August 25, November 25 and February 25 over the four-year period following February 26, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Blake Alan
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
NEW YORK, NY 10005


Chief Operating Officer

Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Alan Blake5/27/2020
**Signature of Reporting PersonDate

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