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: InterWest Management Partners X, LLC (10% Owner)
Reporting Person: INTERWEST PARTNERS X LP (10% Owner)
Reporting Person: Kliman Gilbert H (10% Owner)
Reporting Person: NASR KHALED (10% Owner)
Reporting Person: Desai Keval (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	C	4524219	—	Acquired	4524219	Indirect
2021-11-19	Common Stock	J	4524219	—	Disposed	0	Indirect
2021-11-19	Class A Common Stock	C	1130000	—	Acquired	1130000	Indirect
2021-11-19	Class A Common Stock	S	1130000	$61.42	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series B Preferred Stock	$	C	2824395	Disposed		Common Stock (2824395)	Indirect
2021-11-19	Series C Preferred Stock	$	C	1603848	Disposed		Common Stock (1603848)	Indirect
2021-11-19	Series D Preferred Stock	$	C	95976	Disposed		Common Stock (95976)	Indirect
2021-11-19	Class B Common Stock	$	J	4524219	Acquired		Class A Common Stock (4524219)	Indirect
2021-11-19	Class B Common Stock	$	C	1130000	Disposed		Class A Common Stock (1130000)	Indirect

Footnotes

F1: Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F2: The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

F3: 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 in an exempt transaction pursuant to Rule 16b-7.

F4: Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of 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, (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.