RJB Partners LLC's Form 4 filing
Blue Apron Holdings, Inc. (APRN) · filed May 2, 2022
- Accession no.
- 0000899243-22-016182
- Filed
- May 2, 2022, 7:45 PM ET
- Trade date
- Apr 29, 2022
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market purchases total $40.0M. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| RJB Partners LLCCIK 0001890968 | 10% Owner |
| Sanberg Joseph N.CIK 0001890988 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 29, 2022 | Class A Common Stock | JOtherAcquired | +250,000 | $0.00F6 | $0 | 1 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
In connection with the closing of the acquisitions of securities contemplated by that certain purchase agreement, dated as of April 29, 2022 (the "Purchase Agreement"), RJB Partners LLC ("RJB Partners"), of which Mr. Joseph N. Sanberg is managing member, agreed to purchase from the Issuer, for an aggregate purchase price of $40 million, 3,333,333 shares of Class A common stock, 1,666,666 of which shares (the "Initial Shares") were acquired on April 29, 2022 in connection with the closing of the initial acquisition of securities contemplated by the Purchase Agreement and the remaining 1,666,667 of such shares will be acquired by RJB Partners on May 30, 2022 (or such other date as mutually agreed by RJB Partners and the Issuer), subject to customary closing conditions.
Referenced by the price of 2 transactions in Table I.
- F2
(Continued from footnote 1) On April 29, 2022, RJB Partners assigned to Long Live Bruce, LLC, an entity owned indirectly by Mr. Joseph N. Sanberg ("Long Live Bruce"), as the managing member of Long Live Bruce, its right to acquire the Initial Shares and Long Live Bruce assumed RJB Partners' obligations in respect of the Initial Shares, including the payment of the purchase price thereof.
Referenced by the price of 2 transactions in Table I.
- F6
In connection with obtaining financing to consummate the transactions contemplated by the Purchase Agreement, RJB Partners agreed to transfer warrants exercisable for an aggregate 250,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to certain affiliates of Metropolitan Partners Group. As a result of the transfer of the $15 Warrants described in the foregoing sentence, RJB Partners owns $15 Warrants exercisable for an aggregate of 35,714 shares of Class A common stock, which number is subject to adjustment in certain circumstances in accordance with the terms of the $15 Warrants.
Referenced by the price of 1 transaction in Table II.