Braze, Inc. — Director's Dealing 2021

Nov 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2021-11-19

Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	C	5224142	—	Acquired	5517290	Direct
2021-11-19	Common Stock	J	5517290	—	Disposed	0	Direct
2021-11-19	Common Stock	C	5582061	—	Acquired	5895292	Indirect
2021-11-19	Common Stock	J	5895292	—	Disposed	0	Indirect
2021-11-19	Common Stock	C	924889	—	Acquired	924889	Indirect
2021-11-19	Common Stock	J	924889	—	Disposed	0	Indirect
2021-11-19	Common Stock	C	1424796	—	Acquired	1424796	Indirect
2021-11-19	Common Stock	J	1424796	—	Disposed	0	Indirect
2021-11-19	Class A Common Stock	P	144576	$65.00	Acquired	144576	Indirect
2021-11-19	Class A Common Stock	P	180424	$65.00	Acquired	180424	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series A Preferred Stock	$	C	348940	Disposed		Common Stock (348940)	Direct
2021-11-19	Series A Preferred Stock	$	C	372847	Disposed		Common Stock (372847)	Indirect
2021-11-19	Series A Preferred Stock	$	C	294274	Disposed		Common Stock (294274)	Indirect
2021-11-19	Series A Preferred Stock	$	C	453327	Disposed		Common Stock (453327)	Indirect
2021-11-19	Series A Preferred Stock-NV	$	C	261301	Disposed		Common Stock (261301)	Direct
2021-11-19	Series A Preferred Stock-NV	$	C	279203	Disposed		Common Stock (279203)	Indirect
2021-11-19	Series A-1 Preferred Stock	$	C	198575	Disposed		Common Stock (198575)	Direct
2021-11-19	Series A-1 Preferred Stock	$	C	212180	Disposed		Common Stock (212180)	Indirect
2021-11-19	Series A-1 Preferred Stock-NV	$	C	36820	Disposed		Common Stock (36820)	Direct
2021-11-19	Series A-1 Preferred Stock-NV	$	C	39343	Disposed		Common Stock (39343)	Indirect
2021-11-19	Series B Preferred Stock	$	C	615922	Disposed		Common Stock (615922)	Indirect
2021-11-19	Series B Preferred Stock	$	C	948834	Disposed		Common Stock (948834)	Indirect
2021-11-19	Series C Preferred Stock	$	C	11487	Disposed		Common Stock (11487)	Direct
2021-11-19	Series C Preferred Stock	$	C	12273	Disposed		Common Stock (12273)	Indirect
2021-11-19	Series D Preferred Stock	$	C	3600514	Disposed		Common Stock (3600514)	Direct
2021-11-19	Series D Preferred Stock	$	C	3847198	Disposed		Common Stock (3847198)	Indirect
2021-11-19	Series E Preferred Stock	$	C	766505	Disposed		Common Stock (766505)	Direct
2021-11-19	Series E Preferred Stock	$	C	819017	Disposed		Common Stock (819017)	Indirect
2021-11-19	Series E Preferred Stock	$	C	14693	Disposed		Common Stock (14693)	Indirect
2021-11-19	Series E Preferred Stock	$	C	22635	Disposed		Common Stock (22635)	Indirect
2021-11-19	Class B Common Stock	$	J	5517290	Acquired		Class A Common Stock (5517290)	Direct
2021-11-19	Class B Common Stock	$	J	5895292	Acquired		Class A Common Stock (5895292)	Indirect
2021-11-19	Class B Common Stock	$	J	924889	Acquired		Class A Common Stock (924889)	Indirect
2021-11-19	Class B Common Stock	$	J	1424796	Acquired		Class A Common Stock (1424796)	Indirect

Footnotes

F1: Immediate prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into common stock of the Issuer (the "Common Stock").

F2: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F3: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F4: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

F5: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F6: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F7: The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").

F8: The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

F9: ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

F10: Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F11: These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

F12: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering,

F13: Continued from Footnote 12: (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.