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Introductory Note
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates to the Class A common stock, par value $0.0001 per share
(Class A Common Stock), of Blue Apron Holdings, Inc., a Delaware corporation (the Company), and amends the Schedule 13D filed on November 15, 2021 (the Initial Filing) as amended by Amendment
No. 1 filed on February 14, 2022 and by that Amendment No. 2 filed on May 2, 2022 (together with the Initial Filing, the Original 13D and together with this Amendment No. 3, the 13D). Capitalized
terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to such terms in the Original 13D.
This Amendment
No. 3 is being jointly filed by Joseph N. Sanberg, RJB Partners LLC (RJB Partners), Long Live Bruce, LLC (Long Live Bruce) and Aspiration Growth Opportunities II GP, LLC (AGO II, and together with
Mr. Sanberg, RJB Partners and Long Live Bruce, the Reporting Persons) in connection with the matters described in Item 4 hereof.
Item 2. Identity and Background.
(a)(c): This
13D is being jointly filed by the Reporting Persons. Any disclosures herein with respect to any Reporting Person are made only by such Reporting Person.
The principal residence of Mr. Sanberg is 528 Palisades Drive #545, Pacific Palisades, California 90272. The principal business address of each of RJB
Partners, Long Live Bruce and AGO II is 528 Palisades Drive #545, Pacific Palisades, California 90272. Mr. Sanbergs present principal occupation is being an entrepreneur.
Mr. Sanberg is the managing member of RJB Partners, Long Live Bruce and AGO II. RJB Partners is a limited liability company organized under the laws of
the state of Delaware that was formed for the purpose of (i) investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg
and his family and (ii) providing business consulting services. Long Live Bruce is a limited liability company organized under the laws of the state of Delaware that was formed for the purpose of investing, acquiring, holding, maintaining,
developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family. AGO II is a limited liability company organized under the laws of the state of Delaware that was
formed for the purpose of investing, acquiring, holding, maintaining, developing, managing, operating, selling, exchanging, disposing of and leasing all types of property for the benefit of Mr. Sanberg and his family.
(d) and (e): During the last five years, none of the Reporting Persons has (i) been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. Sanberg is a citizen of the United States of America. RJB Partners, Long Live Bruce and AGO II are Delaware limited liability companies.
Item 3. Source and Amount of Funds or Other Consideration.
On August 7, 2022, RJB Partners and the Company entered into an amendment to the April 2022 Purchase Agreement (the April Purchase Agreement
Amendment), pursuant to which RJB Partners agreed to purchase from the Company on August 31, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Company) (i) the 1,666,667 shares of Class A Common
Stock that it was obligated to purchase under the April 2022 Purchase Agreement at a price of $5.00 per share instead of $12.00 per share and (ii) an additional 8,333,333 shares of Class A Common Stock at a price of $5.00 per share. As a
result of the April Purchase Agreement Amendment, RJB Partners will purchase from the Company an aggregate of 10,000,000 shares of Class A Common Stock (the Subsequent PIPE Shares) at a price of $5.00 per share (or an aggregate
purchase price of $50,000,000) (such transaction, the Subsequent PIPE). As a result, RJB Partners has purchased or will purchase pursuant to the April 2022 Purchase Agreement (as amended by the April Purchase Agreement Amendment) an
aggregate of 11,666,666 shares of Class A Common Stock for $70,000,000.
The purchase price to be paid by RJB Partners for the Subsequent PIPE Shares
will be funded with general funds available to the applicable Reporting Persons.
Item 4. Purpose of Transaction.
On August 7, 2022, Mr. Sanberg, RJB Partners and the Company mutually agreed to amend the April 2022 Purchase Agreement to (i) decrease the
price for the 1,666,667 shares of Class A Common Stock that RJB Partners was obligated to purchase pursuant to the April 2022 Purchase Agreement to $5.00 per share instead of $12.00 per share and (ii) purchase an additional 8,333,333
shares of Class A Common Stock at a price of $5.00 per share. As a result of the April Purchase Agreement Amendment, RJB Partners will purchase from the Company an aggregate of 10,000,000 shares of Class A Common Stock at a price of $5.00
per share (or an aggregate purchase price of $50,000,000). The proceeds from the issuance and sale of the Subsequent PIPE Shares will be used to invest in the Companys long-term sustainable growth plan and general corporate purposes (including
for marketing, new product development and potential environmental, social and corporate governance initiatives identified by the Company), with $25,000,000.00 of such proceeds to be used for strategic purposes aimed at enhancing shareholder value
(including exploring share buybacks).