Braze, Inc. — Director's Dealing 2022

Apr 1, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2022-03-30

Reporting Person: Battery Partners XI, LLC (10% Owner)
Reporting Person: Battery Partners XI Side Fund, LLC (10% Owner)
Reporting Person: Battery Investment Partners XI, LLC (10% Owner)
Reporting Person: Battery Ventures XI-A Side Fund, L.P. (10% Owner)
Reporting Person: Battery Ventures XI-A, L.P. (10% Owner)
Reporting Person: Battery Ventures XI-B Side Fund, L.P. (10% Owner)
Reporting Person: Battery Ventures XI-B, L.P. (10% Owner)
Reporting Person: Battery Management Corp. (10% Owner)
Reporting Person: BROWN MICHAEL MAURICE (10% Owner)
Reporting Person: Elhafed Morad (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-30	Class A Common Stock	C	69379	—	Acquired	69379	Indirect
2022-03-30	Class A Common Stock	C	1496927	—	Acquired	1496927	Indirect
2022-03-30	Class A Common Stock	C	395521	—	Acquired	395521	Indirect
2022-03-30	Class A Common Stock	C	1555216	—	Acquired	1555216	Indirect
2022-03-30	Class A Common Stock	C	337232	—	Acquired	337232	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-30	Class B Common Stock	$	C	69379	Disposed		Class A Common Stock (69379)	Indirect
2022-03-30	Class B Common Stock	$	C	1496927	Disposed		Class A Common Stock (1496927)	Indirect
2022-03-30	Class B Common Stock	$	C	395521	Disposed		Class A Common Stock (395521)	Indirect
2022-03-30	Class B Common Stock	$	C	1555216	Disposed		Class A Common Stock (1555216)	Indirect
2022-03-30	Class B Common Stock	$	C	337232	Disposed		Class A Common Stock (337232)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	29250	Indirect
Class A Common Stock	1395750	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (221708)	221708	Indirect
Class B Common Stock	$		Class A Common Stock (1141717)	1141717	Indirect

Footnotes

F1: 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.

F2: Shares are held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI. BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI.

F3: Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F4: Shares are held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A. BP XI may be deemed to beneficially own the shares held by BV XI-A. BP XI's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A.

F5: Shares are held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B. BP XI may be deemed to beneficially own the shares held by BV XI-B. BP XI's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B.

F6: Shares are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF.

F7: Shares are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF.

F8: Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.

F9: Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.