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: Agrawal Neeraj (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	C	6220863	—	Acquired	6220863	Indirect
2021-11-19	Common Stock	C	1348927	—	Acquired	1348927	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	6220863	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	1348927	—	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	30732	Disposed		Common Stock (30732)	Indirect
2021-11-19	Series A-1 Preferred-NV Stock	$	C	6664	Disposed		Common Stock (6664)	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	218095	Disposed		Common Stock (218095)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	47292	Disposed		Common Stock (47292)	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	256897	Disposed		Common Stock (256897)	Indirect
2021-11-19	Series B Preferred-NV Stock	$	C	55706	Disposed		Common Stock (55706)	Indirect
2021-11-19	Series C Preferred Stock	$	C	4242496	Disposed		Common Stock (4242496)	Indirect
2021-11-19	Series C Preferred Stock	$	C	919936	Disposed		Common Stock (919936)	Indirect
2021-11-19	Series D Preferred Stock	$	C	619624	Disposed		Common Stock (619624)	Indirect
2021-11-19	Series D Preferred Stock	$	C	134360	Disposed		Common Stock (134360)	Indirect
2021-11-19	Series E Preferred Stock	$	C	853019	Disposed		Common Stock (853019)	Indirect
2021-11-19	Series E Preferred Stock	$	C	184969	Disposed		Common Stock (184969)	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	6220863	Acquired		Class A Common Stock (6220863)	Indirect
2021-11-19	Class B Common Stock	$	J	1348927	Acquired		Class A Common Stock (1348927)	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: The reported securities are owned directly by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). BP XI SF's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F3: The reported securities are owned directly by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F4: The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F5: The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F6: 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.

F7: 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.