Braze, Inc. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Spark Growth Management Partners II, LLC (10% Owner)
Reporting Person: Spark Capital Growth Fund II, L.P. (10% Owner)
Reporting Person: Spark Capital Growth Founders Fund II, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	J	342574	$0.00	Disposed	0	Indirect
2021-11-19	Common Stock	J	3846	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series A Preferred Stock	$	C	87689	Disposed		Common Stock (87689)	Indirect
2021-11-19	Series A Preferred Stock	$	C	984	Disposed		Common Stock (984)	Indirect
2021-11-19	Series A-1 Preferred Stock	$	C	118483	Disposed		Common Stock (118483)	Indirect
2021-11-19	Series A-1 Preferred Stock	$	C	1330	Disposed		Common Stock (1330)	Indirect
2021-11-19	Series E Preferred Stock	$	C	783961	Disposed		Common Stock (783961)	Indirect
2021-11-19	Series E Preferred Stock	$	C	8799	Disposed		Common Stock (8799)	Indirect
2021-11-19	Class B Common Stock	$	C	990133	Acquired		Class A Common Stock (990133)	Indirect
2021-11-19	Class B Common Stock	$	C	11113	Acquired		Class A Common Stock (11113)	Indirect
2021-11-19	Class B Common Stock	$	J	342574	Acquired		Class A Common Stock (342574)	Indirect
2021-11-19	Class B Common Stock	$	J	3846	Acquired		Class A Common Stock (3846)	Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7.

F2: These shares are held of record by Spark Capital Growth Fund II, L.P. ("Spark Growth II"). Spark Growth Management Partners II, LLC ("SGMP II") is the general partner of Spark Growth II. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet (the "SGMP II Managing Members") are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F3: These shares are held of record by Spark Capital Growth Founders' Fund II, L.P. ("Spark Growth FF II"). SGMP II is the general partner of Spark Growth FF II and the SGMP II Managing Members are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F4: Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

F5: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.