RJB Partners LLC 的 Form 4/A 修正申報
修正Blue Apron Holdings, Inc.（APRN），2022/8/8 申報
- 申報編號
- 0000899243-22-028008
- 申報時間
- 2022/8/8 17:39 ET
- 交易日
- 2022/4/29-8/7
- 申報延遲
- 101 天
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
- 原始申報日
- 2022/5/2
這份申報列了 2 筆非衍生性交易、1 筆衍生性交易。公開市場買進合計 $7,000 萬。交易後 101 天申報。
這份申報後來被修正申報 0000899243-22-030583（2022/9/7）取代，網站的交易表改用修正後的版本。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| RJB Partners LLCCIK 0001890968 | 持股 10% 以上大股東 |
| Sanberg Joseph N.CIK 0001890988 | 持股 10% 以上大股東 |
| Long Live Bruce, LLCCIK 0001930806 | 持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2022/4/29 | Class A Common Stock | J其他取得 | +200,000 | $0.00F7 | $0 | 1 | 間接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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. 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,
表 I 有 2 筆交易的價格引用這則附註。
- F2
(Continued from footnote 1), 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.
表 I 有 2 筆交易的價格引用這則附註。
- 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) (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. As a result of the Purchase Agreement Amendment, RJB Partners will purchase from the Issuer 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 $50,000,000.00).
表 I 有 1 筆交易的價格引用這則附註。
- F4
These securities are owned directly by RJB Partners, a 10% owner of the Issuer, and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of RJB Partners. 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.
- F5
These securities are owned directly by Long Live Bruce, LLC ("Long Live Bruce"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of Long Live 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.
- F6
These securities are owned directly by Aspiration Growth Opportunities II GP, LLC ("AGO II"), and owned indirectly by Mr. Joseph N. Sanberg, as the managing member of AGO II. 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.
- F7
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.
表 II 有 1 筆交易的價格引用這則附註。