Braze, Inc. — Director's Dealing 2022

Mar 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2022-03-23

Reporting Person: Jacobson Matthew (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-23	Class A Common Stock	C	1995966	—	Acquired	3326610	Indirect
2022-03-23	Class A Common Stock	C	2132714	—	Acquired	3554523	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-23	Class B Common Stock	$	C	1995966	Disposed		Class A Common Stock (1995966)	Indirect
2022-03-23	Class B Common Stock	$	C	2132714	Disposed		Class A Common Stock (2132714)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	144576	Indirect
Class A Common Stock	180424	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (924889)	924889	Indirect
Class B Common Stock	$		Class A Common Stock (1424796)	1424796	Indirect

Footnotes

F1: On March 23, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,995,966 shares of the Issuer's Class B Common Stock into 1,995,966 shares of the Issuer's Class A Common Stock.

F2: These shares of Class A Common Stock remain subject to a lock-up agreement with the underwriters of the Issuer's initial public offering.

F3: The shares are held by ICONIQ III.

F4: On March 23, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 2,132,714 shares of the Issuer's Class B Common Stock into 2,132,714 shares of the Issuer's Class A Common Stock.

F5: The shares are held by ICONIQ III-B.

F6: The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").

F7: The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

F8: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F9: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F10: 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

F11: The Reporting Person 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 his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F12: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one-to-one basis, upon the following: (1) the death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of this offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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.