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: 2023-12-08

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: Thakker Dharmesh (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)
Reporting Person: Stoner Chelsea R. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-08	Class A Common Stock	J	27495	$0.00	Disposed	5223	Indirect
2023-12-08	Class A Common Stock	J	593250	$0.00	Disposed	112677	Indirect
2023-12-08	Class A Common Stock	J	156750	$0.00	Disposed	29771	Indirect
2023-12-08	Class A Common Stock	J	616351	$0.00	Disposed	117064	Indirect
2023-12-08	Class A Common Stock	J	133649	$0.00	Disposed	25384	Indirect
2023-12-08	Class A Common Stock	J	152151	$0.00	Acquired	152151	Indirect
2023-12-08	Class A Common Stock	J	152151	$0.00	Disposed	0	Indirect
2023-12-08	Class A Common Stock	J	152151	$0.00	Acquired	152151	Indirect
2023-12-08	Class A Common Stock	J	152151	$0.00	Disposed	0	Indirect
2023-12-11	Class A Common Stock	S	19813	$53.21	Disposed	0	Indirect
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	29250	Indirect
Class A Common Stock	1395750	Indirect
Class A Common Stock	25850	Direct
Class A Common Stock	8861	Indirect
Class A Common Stock	58330	Direct
Class A Common Stock	7476	Indirect
Class A Common Stock	45850	Direct
Class A Common Stock	13073	Indirect
Class A Common Stock	67284	Indirect
Class A Common Stock	32737	Indirect
Class A Common Stock	16156	Direct
Class A Common Stock	18555	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: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.

F2: Securities are held by BIP XI. Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F3: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.

F4: Securities are held by BV XI-A. BP XI is the general partner of BV XI-A and may be deemed to beneficially own the securities held by BV XI-A. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F5: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.

F6: Securities are held by BV XI-B. BP XI is the general partner of BV XI-B and may be deemed to beneficially own the securities held by BV XI-B. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F7: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.

F8: Securities are held by 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 securities held by BV XI-A SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F9: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.

F10: Securities are held by BV XI-B SF. BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the securities held by BV XI-B SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F11: Represents receipt of securities in the distributions in kind described in footnotes (3) and (5).

F12: Securities are held by BP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F13: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.

F14: Represents receipt of securities in the distributions in kind described in footnotes (7) and (9).

F15: Securities are held by BP XI SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F16: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.

F17: The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $53.00 to $53.62 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 securities sold at each separate price within the range set forth in this footnote.

F18: The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (1), (13) and (16).

F19: Securities are held by the STAM Family Revocable Living Trust UAD 3/19/13, of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F20: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

F21: 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"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F22: 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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

F23: The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (13) and (16).

F24: Securities are held by Michael M. Brown.

F25: Securities are held by The Michael M. Brown Irrevocable GST Trust of 2013, of which Michael M. Brown is a trustee. Mr. Brown disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F26: Securities are held by Jesse R. Feldman.

F27: Securities are held by The Jesse Feldman Irrevocable Trust of 2016, of which Jesse R. Feldman is a trustee. Mr. Feldman disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F28: Securities are held by Russell L. Fleischer.

F29: Securities are held by The Roger and Clarissa Lee Irrevocable Trust of 2016, of which Roger H. Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F30: Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F31: Securities are held by the Spiller Stoner Family Trust Dated 8/22/13, of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein.

F32: Securities are held by Scott R. Tobin.

F33: Securities are held by The Scott R. Tobin Irrevocable GST Trust of 2013, of which Scott R. Tobin is a trustee. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F34: 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.