Braze, Inc. — Director's Dealing 2022

Jan 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2022-01-11

Reporting Person: Wiseman Susan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-11	Class A Common Stock	C	20000	—	Acquired	20000	Direct
2022-01-11	Class A Common Stock	S	4785	$67.24	Disposed	15215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-11	Stock Option (Right to Buy)	$3.46	M	10000	Disposed	2029-03-11	Class B Common Stock (10000)	Direct
2022-01-11	Stock Option (Right to Buy)	$4.88	M	10000	Disposed	2030-02-03	Class B Common Stock (10000)	Direct
2022-01-11	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2022-01-11	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct

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: This transaction was effected in accordance with the terms of a lock-up agreement between the Reporting Person and the underwriters in the Issuer's initial public offering to satisfy tax withholding or other payment obligations arising in connection with the Reporting Person's option exercise. All securities beneficially owned by the Reporting Person remain subject to these lock-up restrictions.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.80 to $67.35 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: 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.

F5: 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, 2020, subject to the Reporting Person's continuous service through such vesting date.