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Braze, Inc. — Director's Dealing 2021
Nov 23, 2021
31240_dirs_2021-11-23_7aade237-df2a-4b26-88b3-3dcf164dc7b0.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2021-11-19
Reporting Person: Pepper Douglas A (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-11-19 | Common Stock | C | 5224142 | — | Acquired | 5517290 | Indirect |
| 2021-11-19 | Common Stock | J | 5517290 | — | Disposed | 0 | Indirect |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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) | Indirect | |
| 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: The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person 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 his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or 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.