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: Battery Partners Select Fund I GP, LLC (10% Owner)
Reporting Person: Battery Investment Partners Select Fund I, L.P. (10% Owner)
Reporting Person: Battery Ventures Select Fund I, L.P. (10% Owner)
Reporting Person: Battery Partners Select Fund I, L.P. (10% Owner)
Reporting Person: FLEISCHER RUSSELL L (10% Owner)
Reporting Person: Lee Roger H (10% Owner)
Reporting Person: Stoner Chelsea R. (10% Owner)
Reporting Person: Thakker Dharmesh (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)
Reporting Person: Feldman Jesse (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	C	7847306	—	Acquired	7847306	Indirect
2021-11-19	Common Stock	C	7569790	—	Acquired	7569790	Indirect
2021-11-19	Common Stock	C	221708	—	Acquired	221708	Indirect
2021-11-19	Common Stock	C	2241717	—	Acquired	2241717	Indirect
2021-11-19	Common Stock	J	7847306	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	7569790	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	221708	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	2241717	—	Disposed	0	Indirect
2021-11-19	Class A Common Stock	C	1100000	—	Acquired	1100000	Indirect
2021-11-19	Class A Common Stock	P	29250	$65.00	Acquired	29250	Indirect
2021-11-19	Class A Common Stock	P	295750	$65.00	Acquired	1395750	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series A-1 Preferred-NV Stock	$	C	38767	Disposed		Common Stock (38767)	Indirect
2021-11-19	Series A-1 Preferred-NV Stock	$	C	37396	Disposed		Common Stock (37396)	Indirect
2021-11-19	Series A Preferred Stock	$	C	159150	Disposed		Common Stock (159150)	Indirect
2021-11-19	Series A Preferred Stock	$	C	1609187	Disposed		Common Stock (1609187)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	275116	Disposed		Common Stock (275116)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	265387	Disposed		Common Stock (265387)	Indirect
2021-11-19	Series B Preferred Stock	$	C	51586	Disposed		Common Stock (51586)	Indirect
2021-11-19	Series B Preferred Stock	$	C	521585	Disposed		Common Stock (521585)	Indirect
2021-11-19	Series B Preferred-NV Stock	$	C	324063	Disposed		Common Stock (324063)	Indirect
2021-11-19	Series B Preferred-NV Stock	$	C	312603	Disposed		Common Stock (312603)	Indirect
2021-11-19	Series C Preferred Stock	$	C	5351696	Disposed		Common Stock (5351696)	Indirect
2021-11-19	Series C Preferred Stock	$	C	5162432	Disposed		Common Stock (5162432)	Indirect
2021-11-19	Series D Preferred Stock	$	C	781624	Disposed		Common Stock (781624)	Indirect
2021-11-19	Series D Preferred Stock	$	C	753984	Disposed		Common Stock (753984)	Indirect
2021-11-19	Series E Preferred Stock	$	C	1076040	Disposed		Common Stock (1076040)	Indirect
2021-11-19	Series E Preferred Stock	$	C	1037988	Disposed		Common Stock (1037988)	Indirect
2021-11-19	Series E Preferred Stock	$	C	10972	Disposed		Common Stock (10972)	Indirect
2021-11-19	Series E Preferred Stock	$	C	110945	Disposed		Common Stock (110945)	Indirect
2021-11-19	Class B Common Stock	$	J	7847306	Acquired		Class A Common Stock (7847306)	Indirect
2021-11-19	Class B Common Stock	$	J	7569790	Acquired		Class A Common Stock (7569790)	Indirect
2021-11-19	Class B Common Stock	$	J	221708	Acquired		Class A Common Stock (221708)	Indirect
2021-11-19	Class B Common Stock	$	J	2241717	Acquired		Class A Common Stock (2241717)	Indirect
2021-11-19	Class B Common Stock	$	C	1100000	Disposed		Class A Common Stock (1100000)	Indirect

Footnotes

F1: Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E 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: Represents (i) 277,516 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 5,987,707 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 1,582,083 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").

F3: Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.

F4: Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F5: Represents (i) 6,220,863 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 1,348,927 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").

F6: Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.

F7: Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.

F8: Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.

F9: 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.

F10: 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.

F11: Represents (i) 1,371 shares held by BIP XI; (ii) 29,580 shares held by BV XI-A; and (iii) 7,816 shares held by BV XI-B.

F12: Represents (i) 30,732 shares held by BV XI-A SF and (ii) 6,664 shares held by BV XI-B SF.

F13: Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.

F14: Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.

F15: Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.

F16: Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.

F17: Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.

F18: Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.

F19: Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.

F20: Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.

F21: Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.

F22: Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.