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Braze, Inc. — Director's Dealing 2021
Nov 17, 2021
31240_dirs_2021-11-16_454992e2-9f77-444c-8c16-833bced8dfca.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2021-11-16
Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners V TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (Director, 10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 293148 | Direct |
| Common Stock | 313231 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Preferred Stock | $ | Common Stock (348940) | Direct | ||
| Series A Preferred Stock | $ | Common Stock (372847) | Indirect | ||
| Series A Preferred Stock | $ | Common Stock (294274) | Indirect | ||
| Series A Preferred Stock | $ | Common Stock (453327) | Indirect | ||
| Series A Preferred Stock-NV | $ | Common Stock (261301) | Direct | ||
| Series A Preferred Stock-NV | $ | Common Stock (279203) | Indirect | ||
| Series A-1 Preferred Stock | $ | Common Stock (198575) | Direct | ||
| Series A-1 Preferred Stock | $ | Common Stock (212180) | Indirect | ||
| Series A-1 Preferred Stock-NV | $ | Common Stock (36820) | Direct | ||
| Series A-1 Preferred Stock-NV | $ | Common Stock (39343) | Indirect | ||
| Series B Preferred Stock | $ | Common Stock (615922) | Indirect | ||
| Series B Preferred Stock | $ | Common Stock (948834) | Indirect | ||
| Series C Preferred Stock | $ | Common Stock (11487) | Direct | ||
| Series C Preferred Stock | $ | Common Stock (12273) | Indirect | ||
| Series D Preferred Stock | $ | Common Stock (3600514) | Direct | ||
| Series D Preferred Stock | $ | Common Stock (3847198) | Indirect | ||
| Series E Preferred Stock | $ | Common Stock (766505) | Direct | ||
| Series E Preferred Stock | $ | Common Stock (819017) | Indirect | ||
| Series E Preferred Stock | $ | Common Stock (14693) | Indirect | ||
| Series E Preferred Stock | $ | Common Stock (22635) | Indirect |
Footnotes
F1: Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class B Common Stock on a one-for-one basis (the "Reclassification"). Following the Reclassification, each share of Class B Common Stock will be convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
F2: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
F3: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
F4: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F5: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F6: ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP.
F7: Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F8: These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date.