Amended Statement of Ownership (sc 13g/a)
January 06 2021 - 09:39AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)
Under
the Securities Exchange Act of 1934
Blue
Apron Holdings, Inc.
(Name
of Issuer)
Class
A Common Stock, $ 0.0001 par value
(Title
of Class of Securities)
09523Q200
(CUSIP
Number)
DPH
Holdings Ltd.
Suite
3E-1, Landmark Square, 64 Earth Close
Grand
Cayman KY 1-9006
(888)
959-8022
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2020
(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)
[X]
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 disclosures provided
in a prior cover page.
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).
CUSIP
No. 09523Q200
|
13G/A
|
Page
2 of 5 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DPH
Holdings Ltd.
00-0000000
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
1,822,535
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
1,822,535
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,822,535
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0% (1)
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
(1)
|
Based
on the number of outstanding shares of Class A common stock as of September 30, 2020, as reported by the issuer on its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on October
29, 2020.
|
CUSIP
No. 09523Q200
|
13G/A
|
Page
3 of 5 Pages
|
Item
1.
|
(a)
|
Name
of Issuer:
Blue
Apron Holdings, Inc.
|
|
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
28
Liberty Street, New York, NY 10005
|
Item
2.
|
(a)
|
Name
of Person Filing:
DPH
Holdings Ltd.
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence:
Suite
3E-1, Landmark Square, 64 Earth Close, Grand Cayman KY 1-9006
|
|
|
|
|
(c)
|
Citizenship
|
|
|
Cayman
Islands
|
|
|
|
|
(d)
|
Title
of Class of Securities
Class
A Common Stock, $0.0001 par value
|
|
|
|
|
|
(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);
|
|
|
|
|
|
(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)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[ ]
|
A
savings associations 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 of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
[ ]
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP
No. 09523Q200
|
13G/A
|
Page
4 of 5 Pages
|
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.
|
(a)
|
Amount
beneficially owned: 1,822,535
|
|
|
|
|
|
(b)
|
Percent
of class: 13.0%
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 1,822,535
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 1,822,535
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 [ ]
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
CUSIP
No. 09523Q200
|
13G/A
|
Page
5 of 5 Pages
|
Item
10. Certification.
|
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
|
|
|
|
|
|
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.
|
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.
Dated:
January 6, 2021
|
DPH
HOLDINGS LTD.
|
|
|
|
By:
|
/s/
Dustin Patrick Haliman
|
|
Name:
|
Dustin
Patrick Haliman
|
|
Title:
|
Corporate
Secretary
|
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