Braze, Inc. — Director's Dealing 2022

Mar 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2021-11-19

Reporting Person: Meritech Capital Associates V L.L.C. (10% Owner)
Reporting Person: Meritech Capital Affiliates V L.P. (10% Owner)
Reporting Person: Meritech Capital Affiliates VI L.P. (10% Owner)
Reporting Person: Meritech Capital Entrepreneurs VI L.P. (10% Owner)
Reporting Person: Meritech Capital Partners V L.P. (10% Owner)
Reporting Person: Meritech Capital Partners V Sidecar L.P. (10% Owner)
Reporting Person: Meritech Capital Partners VI L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-19	Series A-1 Preferred-NV Stock	$	C	73215	Disposed		Common Stock (73215)	Indirect
2021-11-19	Series A-1 Preferred-NV Stock	$	C	1957	Disposed		Common Stock (1957)	Indirect
2021-11-19	Series A-1 Preferred-NV Stock	$	C	990	Disposed		Common Stock (990)	Indirect
2021-11-19	Series A-1 Preferred Stock	$	C	332568	Disposed		Common Stock (332568)	Indirect
2021-11-19	Series A-1 Preferred Stock	$	C	9688	Disposed		Common Stock (9688)	Indirect
2021-11-19	Series A Preferred Stock	$	C	1058056	Disposed		Common Stock (1058056)	Indirect
2021-11-19	Series A Preferred Stock	$	C	30816	Disposed		Common Stock (30816)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	519587	Disposed		Common Stock (519587)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	13891	Disposed		Common Stock (13891)	Indirect
2021-11-19	Series A Preferred-NV Stock	$	C	7027	Disposed		Common Stock (7027)	Indirect
2021-11-19	Series C Preferred Stock	$	C	46176	Disposed		Common Stock (46176)	Indirect
2021-11-19	Series C Preferred Stock	$	C	1344	Disposed		Common Stock (1344)	Indirect
2021-11-19	Series E Preferred Stock	$	C	1797428	Disposed		Common Stock (1797428)	Indirect
2021-11-19	Series E Preferred Stock	$	C	770326	Disposed		Common Stock (770326)	Indirect
2021-11-19	Series E Preferred Stock	$	C	74784	Disposed		Common Stock (74784)	Indirect
2021-11-19	Class B Common Stock	$	C	3234228	Acquired		Class A Common Stock (3234228)	Indirect
2021-11-19	Class B Common Stock	$	C	116632	Acquired		Class A Common Stock (116632)	Indirect
2021-11-19	Class B Common Stock	$	C	770326	Acquired		Class A Common Stock (770326)	Indirect
2021-11-19	Class B Common Stock	$	C	592802	Acquired		Class A Common Stock (592802)	Indirect
2021-11-19	Class B Common Stock	$	C	15848	Acquired		Class A Common Stock (15848)	Indirect
2021-11-19	Class B Common Stock	$	C	8017	Acquired		Class A Common Stock (8017)	Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Series A-1 Preferred Stock-NV, Series A-1 Preferred Stock, Series A Preferred Stock, Series A Preferred Stock-NV, Series C Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

F2: Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof"), Craig Sherman ("Sherman"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton"), the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCP VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F3: Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCA VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F4: Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCE VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCE VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCE VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F5: Shares are held by Meritech Capital Partners V L.P. ("MCP V"). Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F6: Shares are held by Meritech Capital Affiliates V L.P. ("MCA V"). GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F7: Shares are held by Meritech Capital Partners V Sidecar L.P. ("MCS V"). GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F8: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer.