Braze, Inc. — Director's Dealing 2023

Dec 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2023-12-12

Reporting Person: Agrawal Neeraj (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-12	Class A Common Stock	C	54000	—	Acquired	59223	Indirect
2023-12-12	Class A Common Stock	C	1165143	—	Acquired	1277820	Indirect
2023-12-12	Class A Common Stock	C	307857	—	Acquired	337628	Indirect
2023-12-12	Class A Common Stock	C	1210511	—	Acquired	1327575	Indirect
2023-12-12	Class A Common Stock	C	262489	—	Acquired	287873	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-12	Class B Common Stock	$	C	54000	Disposed		Class A Common Stock (54000)	Indirect
2023-12-12	Class B Common Stock	$	C	1165143	Disposed		Class A Common Stock (1165143)	Indirect
2023-12-12	Class B Common Stock	$	C	307857	Disposed		Class A Common Stock (307857)	Indirect
2023-12-12	Class B Common Stock	$	C	1210511	Disposed		Class A Common Stock (1210511)	Indirect
2023-12-12	Class B Common Stock	$	C	262489	Disposed		Class A Common Stock (262489)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	48436	Direct
Class A Common Stock	42977	Indirect
Class A Common Stock	399	Indirect
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: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

F2: Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F3: Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F4: Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F5: Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F6: Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F7: The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

F8: The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BIP XI, BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

F9: Securities are held by the Neeraj Agrawal Irrevocable GST Trust, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F10: The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to a pro rata distribution in kind, effected by ICONIQ Strategic Partners III, L.P. to its limited partners, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person was not required to be reported pursuant to Section 16 by virtue of the exemption from reporting pursuant to Rule 16a-9.

F11: Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F12: Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F13: Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

F14: 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.