Braze, Inc. — Director's Dealing 2023

Apr 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2023-04-10

Reporting Person: Winkles Isabelle (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-10	Class A Common Stock	C	21362	—	Acquired	200285	Direct
2023-04-10	Class A Common Stock	S	600	$33.55	Disposed	199685	Direct
2023-04-11	Class A Common Stock	C	38357	—	Acquired	238042	Direct
2023-04-11	Class A Common Stock	S	27000	$33.07	Disposed	211042	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-10	Stock Option (Right to Buy)	$4.88	M	21362	Disposed	2030-02-03	Class B Common Stock (21362.0)	Direct
2023-04-10	Class B Common Stock	$	M	21362	Acquired		Class A Common Stock (21362.0)	Direct
2023-04-10	Class B Common Stock	$	C	21362	Disposed		Class A Common Stock (21362.0)	Direct
2023-04-11	Stock Option (Right to Buy)	$4.88	M	38357	Disposed	2030-02-03	Class B Common Stock (38357.0)	Direct
2023-04-11	Class B Common Stock	$	M	38357	Acquired		Class A Common Stock (38357.0)	Direct
2023-04-11	Class B Common Stock	$	C	38357	Disposed		Class A Common Stock (38357.0)	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 as a sell-to-cover transaction intended to satisfy exercise price, tax withholding or other payment obligations arising in connection with the exercise of the Reporting Person's stock options.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.46 to $33.62 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 shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $33.52 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.

F5: One fourth (1/4th) of the shares subject to the option award vested on January 31, 2021, and one thirty-sixth (1/36th) of the remaining shares subject to the option award vested or shall vest on the last day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.