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 *

Freeman Brenda		 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)

6/13/2022
(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
Class A Common Stock 6/13/2022  M  12494 A (1)18574 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)6/13/2022  M     12494   (2) (2)Class A Common Stock 12494 $0 0 D  
Restricted Stock Units  (3)6/13/2022  A   19293     (4) (4)Class A Common Stock 19293 $0 19293 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) The RSUs vested in full on June 13, 2022 and are subject to a deferral election. Shares of Class A Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.
(3) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
(4) The RSUs are scheduled to vest in full on the earlier of June 13, 2023 and the date of the issuer's 2023 annual meeting of stockholders. The Reporting Person has elected to defer settlement of the shares of Class A common stock underlying these RSUs until the earlier of (i) 30 days following the Reporting Person's "separation from service" with the issuer and (ii) a "change in control event," each as defined under Section 409A of the Internal Revenue Code of 1986, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Freeman Brenda
C/O BLUE APRON HOLDINGS, INC.
28 LIBERTY STREET
NEW YORK, NY 10005		X
Signatures
/s/ Meredith Deutsch, as attorney-in-fact for Brenda Freeman6/14/2022
**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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