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: MCG7 Capital Inc. (10% Owner)
Reporting Person: Binder Clip Holdings LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	C	634408	—	Acquired	8634408	Indirect
2021-11-19	Common Stock	J	8634408	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series A-1 Preferred Stock	$	C	141912	Disposed		Common Stock (141912)	Indirect
2021-11-19	Series A Preferred Stock	$	C	492496	Disposed		Common Stock (492496)	Indirect
2021-11-19	Class B Common Stock	$	J	8634408	Acquired		Class A Common Stock (8634408)	Indirect

Footnotes

F1: Each share of Series A-1 Preferred Stock and Series A 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 shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7 and the board of managers of Binder are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7 and each manager of Binder disclaims beneficial ownership of such securities.

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.