RJB Partners LLC 的 Form 4/A 修正申報
修正Blue Apron Holdings, Inc.（APRN），2022/12/15 申報
- 申報編號
- 0000899243-22-038575
- 申報時間
- 2022/12/15 11:16 ET
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
- 原始申報日
- 2022/5/2
這份申報沒有列出任何交易。沿用原件裡沒有重述的 3 筆交易。公開市場買進合計 $7,650 萬。
這份修正申報重述了 0000899243-22-030583（2022/9/7 申報）的一部分，沒有重述的交易仍然有效，列在下面。
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。
這份申報沒有這一類的交易。
沿用原件的交易
這份修正申報只重述了原件的一部分。原件其他的交易仍然有效，網站的交易表把它們算在這份修正申報底下。
來自 0000899243-22-030583（2022/9/7 申報）。
非衍生性證券（表 I）
衍生性證券（表 II）
| 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 | $0.00F10 | $0 | 1 | 間接 |
原件的附註
這幾筆交易的價格在原件上引用的附註。
- 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.
表 I 有 2 筆交易的價格引用這則附註。
- 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.
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) (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").
表 I 有 1 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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.
表 II 有 1 筆交易的價格引用這則附註。
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
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.
備註
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.