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: Kleeger Myles (Pres & Chief Customer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-19	Common Stock	J	858333	—	Disposed	0	Direct
2021-11-19	Common Stock	J	111111	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	111111	—	Disposed	0	Indirect
2021-11-19	Common Stock	J	166667	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Class B Common Stock	$	J	858333	Acquired		Class A Common Stock (858333)	Direct
2021-11-19	Class B Common Stock	$	J	111111	Acquired		Class A Common Stock (111111)	Indirect
2021-11-19	Class B Common Stock	$	J	111111	Acquired		Class A Common Stock (111111)	Indirect
2021-11-19	Class B Common Stock	$	J	166667	Acquired		Class A Common Stock (166667)	Indirect
2021-11-19	Stock Option (Right to Buy)	$0.26	J	257448	Disposed	2024-12-16	Common Stock (257448)	Direct
2021-11-19	Stock Option (Right to Buy)	$0.26	J	257448	Acquired	2024-12-16	Class B Common Stock (257448)	Direct
2021-11-19	Stock Option (Right to Buy)	$1.64	J	231449	Disposed	2028-02-14	Common Stock (231449)	Direct
2021-11-19	Stock Option (Right to Buy)	$1.64	J	231449	Acquired	2028-02-14	Class B Common Stock (231449)	Direct
2021-11-19	Stock Option (Right to Buy)	$3.46	J	220615	Disposed	2029-03-11	Common Stock (220615)	Direct
2021-11-19	Stock Option (Right to Buy)	$3.46	J	220615	Acquired	2029-03-11	Class B Common Stock (220615)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	150000	Disposed	2031-04-19	Common Stock (150000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	150000	Acquired	2031-04-19	Class B Common Stock (150000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	180000	Disposed	2031-04-19	Common Stock (180000)	Direct
2021-11-19	Stock Option (Right to Buy)	$35.01	J	180000	Acquired	2031-04-19	Class B Common Stock (180000)	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: The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.

F3: The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.

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.

F5: The original option award was for 887,448 shares and all such shares have vested.

F6: 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 February 1, 2018, subject to the Reporting Person's continuous service through such vesting date.

F7: The original option award was for 224,615 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.

F8: One fourth (1/4th) of the shares subject to the option award shall vest on February 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.

F9: One fourth (1/4th) of the shares subject to the option award shall vest on February 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.