RJB Partners LLC's Form 4/A amendment
AmendedBlue Apron Holdings, Inc. (APRN) · filed Dec 15, 2022
- Accession no.
- 0000899243-22-038575
- Filed
- Dec 15, 2022, 11:16 AM ET
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- May 2, 2022
This filing lists no transactions. It carries over 3 transactions from the original filing that it did not restate. Open-market purchases total $76.5M.
This amendment restates part of 0000899243-22-030583 (filed Sep 7, 2022). The transactions it did not restate still count and are listed below.
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 |
| Long Live Bruce, LLCCIK 0001930806 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0000899243-22-030583 (filed Sep 7, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 29, 2022 | Class A Common Stock | PPurchaseAcquired | +1,666,666 | $12.00F1,F2 | +$19,999,992 | 1,666,666 | Indirect | |
| Sep 7, 2022 | Class A Common Stock | PPurchaseAcquired | +10,000,000 | $5.65F1,F2,F3,F4,F5 | +$56,500,000 | 10,000,000 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 29, 2022 | Class A Common Stock | JOtherAcquired | +200,000 | $0.00F10 | $0 | 1 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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 (the "Subsequent 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, as the managing member of Long Live Bruce, its right to acquire the Initial Shares to Long Live Bruce 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.
- F3
On August 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into an amendment to the Purchase Agreement (the "Purchase Agreement Amendment") pursuant to which RJB Partners agreed to purchase from the Issuer on August 31, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) (such date, the "Subsequent Closing") (i) the Subsequent Shares 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 (the "Additional Subsequent Shares").
Referenced by the price of 1 transaction in Table I.
- F4
On September 7, 2022, RJB Partners, of which Mr. Sanberg is managing member, and the Issuer entered into a second amendment to the Purchase Agreement (the "Second Purchase Agreement Amendment" and together with the Purchase Agreement Amendment, the "Purchase Agreement Amendments") pursuant to which RJB Partners and the Issuer mutually agreed to (i) extend the Subsequent Closing to September 30, 2022 (or such other earlier date as mutually agreed between RJB Partners and the Issuer) and (ii) increase the price per share of Class A Common Stock to be acquired by RJB Partners on September 30, 2022 from $5.00 to $5.65. As a result, RJB Partners or its assignees have purchased or will purchase pursuant to the Purchase Agreement (as amended by the Purchase Agreement Amendments), an aggregate of 11,666,666 shares of Class A Common Stock for $75,000,000.
Referenced by the price of 1 transaction in Table I.
- F5
(Continued from footnote 4) On September 7, 2022, RJB Partners assigned to Remember Bruce, LLC ("Remember Bruce"), an entity owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce, its right to acquire the Subsequent Shares and Additional Subsequent Shares to Remember Bruce and Remember Bruce assumed RJB Partners' obligations in respect of the Subsequent Shares and Additional Subsequent Shares, including the payment of the purchase price thereof.
Referenced by the price of 1 transaction in Table I.
- F10
In connection with the transactions contemplated by the Purchase Agreement, RJB Partners transferred warrants exercisable for an aggregate 200,000 shares of Class A common stock of the Issuer at an exercise price of $15 per share (the "$15 Warrants") to Metropolitan Partners Fund VI, LP, Metropolitan Partners Fund VI, LP and Metropolitan Levered Partners Fund VII, LP. 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 85,714 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.
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
These securities are owned directly by Remember Bruce, LLC ("Remember Bruce"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Remember Bruce. Mr. Joseph N. Sanberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
Remarks
This Amendment is being filed solely to reflect the settlement by Remember Bruce, of which Mr. Joseph N. Sanberg is managing member, of 176,991 previously reported shares of Class A common stock of the Issuer at a price of $5.65 per share for an aggregate purchase price of $1 million.