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 *

Shah Amit		 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

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

3/7/2022
(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

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)3/7/2022  A   7942 (2)    (3) (3)Class A Common Stock 7942 (2)$0 7942 (2)D  
Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
(2) Pursuant to the Company's non-employee director compensation policy, each new non-employee director is automatically granted, upon his or her initial appointment to the Board of Directors, a restricted stock unit award ("Initial RSU Award") with an aggregate fair market value of $85,000, prorated for the number of days between the date of the director's initial appointment to the Board of Directors and the date of the next annual meeting of stockholders or, if the date of the next annual meeting of stockholders has not been set on the date of grant, the business day following the first anniversary of the last annual meeting. As the date of the 2022 annual meeting of stockholders is June 13, 2022, the number of shares subject to Mr. Shah's Initial RSU Award set forth above is prorated to June 13, 2022.
(3) The RSUs are scheduled to vest in full on the one-year anniversary of March 7, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shah Amit
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
NEW YORK, NY 10005		X
Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Amit Shah3/8/2022
**Signature of Reporting PersonDate
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 4(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 control number.
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