Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Blue Apron
Holdings, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
09523Q200
(CUSIP Number)
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)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in 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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CUSIP NO. 09523Q200
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13G
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Page
2
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VIII &
Co. Ltd.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
--0--
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6.
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SHARED VOTING POWER
--0--
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7.
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SOLE DISPOSITIVE POWER
--0--
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8.
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SHARED DISPOSITIVE POWER
--0--
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--0--
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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CUSIP NO. 09523Q200
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13G
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Page
3
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer VIII &
Co. L.P.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
--0--
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6.
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SHARED VOTING POWER
--0--
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7.
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SOLE DISPOSITIVE POWER
--0--
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8.
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SHARED DISPOSITIVE POWER
--0--
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--0--
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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CUSIP NO. 09523Q200
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13G
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Page
4
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture
Partners VIII L.P.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
--0--
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6.
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SHARED VOTING POWER
--0--
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7.
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SOLE DISPOSITIVE POWER
--0--
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8.
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SHARED DISPOSITIVE POWER
--0--
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--0--
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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CUSIP NO. 09523Q200
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13G
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Page
5
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bessemer Venture
Partners VIII Institutional L.P.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
--0--
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6.
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SHARED VOTING POWER
--0--
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7.
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SOLE DISPOSITIVE POWER
--0--
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8.
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SHARED DISPOSITIVE POWER
--0--
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--0--
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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CUSIP NO. 09523Q200
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13G
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Page
6
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deer Management
Co. LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
4,160*
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6.
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SHARED VOTING POWER
--0--
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7.
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SOLE DISPOSITIVE POWER
4,160*
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8.
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SHARED DISPOSITIVE POWER
--0--
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,160*
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.03%**
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12.
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO
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*
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Deer Management Company, LLC (Deer) is the management company affiliate of the Funds (as defined
below). An employee of Deer who served as the representative of the Funds on the Issuers board of directors was granted, as director compensation, restricted stock units which vested and were settled in shares of Class A Common Stock in the
amount set forth above. Pursuant to a contractual obligation, such employee assigns to Deer any compensation received for his service as a director of the Issuer.
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**
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The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 14,031,986
shares of Class A Common Stock as of September 30, 2020, as reported by the Issuer in its Form 10-Q filed with the SEC on October 29, 2020.
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CUSIP NO. 09523Q200
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13G
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Page
7
of 14 Pages
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Item 1(a). Name of Issuer:
Blue Apron Holdings, Inc. (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
28 Liberty Street, New York, New York
Item 2(a). Name of
Person Filing:
This statement is being filed by the following persons with respect to the shares of Class A Common Stock issuable upon conversion
of Class B Common Stock of the Issuer (the Shares) directly owned by Bessemer Venture Partners VIII L.P. (BVP VIII) and Bessemer Venture Partners VIII Institutional L.P. (BVP VIII Institutional, and together
with BVP VIII, the Funds).
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(a)
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Deer VIII & Co. Ltd. (Deer VIII Ltd), the general partner of Deer VIII & Co. L.P.
(Deer VIII LP);
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(b)
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Deer VIII LP, the sole general partner of each of the Funds;
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(c)
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BVP VIII, which directly owns 0 Shares;
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(d)
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BVP VIII Institutional, which directly owns 0 Shares; and
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(e)
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Deer, the management company for each of the Funds.
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Deer VIII Ltd, Deer VIII LP, BVP VIII, BVP VIII Institutional and Deer are sometimes individually referred to herein as a Reporting Person and
collectively as the Reporting Persons.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
Item 2(c). Citizenship:
Deer VIII Ltd Cayman Islands
Deer VIII LP
Cayman Islands
BVP VIII Cayman Islands
BVP VIII
Institutional Cayman Islands
Deer Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share
Item 2(e). CUSIP Number:
09523Q200
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CUSIP NO. 09523Q200
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13G
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Page
8
of 14 Pages
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Item 3. Not Applicable.
Item 4. Ownership.
For Deer VIII
Ltd:
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(a)
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Amount beneficially owned: 0 Shares
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(b)
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Percent of class: 0.00%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
--0--
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(ii)
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Shared power to vote or to direct the vote:
--0--
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(iii)
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Sole power to dispose or to direct the disposition of: --0--
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(iv)
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Shared power to dispose or to direct the disposition of: --0--
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For Deer VIII LP:
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(a)
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Amount beneficially owned: 0 Shares
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(b)
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Percent of class: 0.00%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
--0--
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(ii)
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Shared power to vote or to direct the vote:
--0--
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(iii)
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Sole power to dispose or to direct the disposition of: --0--
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(iv)
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Shared power to dispose or to direct the disposition of: --0--
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For BVP VIII:
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(a)
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Amount beneficially owned: 0 Shares
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(b)
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Percent of class: 0.00%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
--0--
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(ii)
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Shared power to vote or to direct the vote:
--0--
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(iii)
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Sole power to dispose or to direct the disposition of: --0--
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CUSIP NO. 09523Q200
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13G
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Page
9
of 14 Pages
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(iv)
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Shared power to dispose or to direct the disposition of: --0--
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For BVP VIII Institutional:
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(a)
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Amount beneficially owned: 0 Shares
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(b)
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Percent of class: 0.00%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
--0--
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(ii)
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Shared power to vote or to direct the vote:
--0--
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(iii)
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Sole power to dispose or to direct the disposition of: --0--
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(iv)
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Shared power to dispose or to direct the disposition of: --0
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For Deer:
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(a)
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Amount beneficially owned: 4,160 Shares
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(b)
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Percent of class: 0.03%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 4,160
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(ii)
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Shared power to vote or to direct the vote: --0--
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(iii)
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Sole power to dispose or to direct the disposition of: 4,160
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(iv)
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Shared power to dispose or to direct the disposition of: --0--
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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 5
percent of the class of securities, check the following ☒
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
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CUSIP NO. 09523Q200
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13G
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Page
10
of 14 Pages
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Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim
membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
Not applicable.
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CUSIP NO. 09523Q200
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13G
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Page
11
of 14 Pages
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SIGNATURE
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.
Date: February 16, 2021
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DEER VIII & CO. LTD.
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By:
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/s/ Scott Ring
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Name:
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Scott Ring
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Title:
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General Counsel
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DEER VIII & CO. L.P.
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By:
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Deer VIII & Co. Ltd, its General Partner
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By:
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/s/ Scott Ring
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Name: Scott Ring
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Title: General Counsel
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BESSEMER VENTURE PARTNERS VIII L.P.
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By:
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Deer VIII & Co. L.P., its General Partner
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By:
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Deer VIII & Co., Ltd., its General Partner
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By:
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/s/ Scott Ring
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Name: Scott Ring
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Title: General Counsel
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BESSEMER VENTURE PARTNERS INSTITUTIONAL VIII L.P.
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By:
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Deer VIII & Co. L.P., its General Partner
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By:
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Deer VIII & Co., Ltd., its General Partner
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By:
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/s/ Scott Ring
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Name: Scott Ring
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Title: General Counsel
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DEER MANAGEMENT CO. LLC
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By:
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/s/ Scott Ring
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Name: Scott Ring
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Title: General Counsel
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CUSIP NO. 09523Q200
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13G
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Page
12
of 14 Pages
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