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: Wiseman Susan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	J	169233	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Class B Common Stock	$	J	169233	Acquired		Class A Common Stock (169233)	Direct
2021-11-19	Stock Option (Right to Buy)	$3.46	J	69735	Disposed	2029-03-11	Common Stock (69735)	Direct
2021-11-19	Stock Option (Right to Buy)	$3.46	J	69735	Acquired	2029-03-11	Class B Common Stock (69735)	Direct
2021-11-19	Stock Option (Right to Buy)	$4.88	J	80000	Disposed	2030-02-03	Common Stock (80000)	Direct
2021-11-19	Stock Option (Right to Buy)	$4.88	J	80000	Acquired	2030-02-03	Class B Common Stock (80000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	35000	Disposed	2031-04-19	Common Stock (35000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	35000	Acquired	2031-04-19	Class B Common Stock (35000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	75000	Disposed	2031-04-19	Common Stock (75000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	75000	Acquired	2031-04-19	Class B Common Stock (75000)	Direct

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

F2: 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.

F3: The original option award was for 70,000 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2019, subject to the Reporting Person's continuous service through such vesting date.

F4: The original option award was for 90,000 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2020, subject to the Reporting Person's continuous service through such vesting date.

F5: One fourth (1/4th) of the shares subject to the option award shall vest on August 1, 2022, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.

F6: One fourth (1/4th) of the shares subject to the option award shall vest on August 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.