Braze, Inc. — Director's Dealing 2023

Apr 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Jacobson Matthew (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-04	Class A Common Stock	J	483439	—	Disposed	2843171	Indirect
2023-04-04	Class A Common Stock	J	516561	—	Disposed	3037962	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	752506	Indirect
Class A Common Stock	1036124	Indirect
Class A Common Stock	48009	Direct

Footnotes

F1: On April 4, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 483,439 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F2: The shares are held by ICONIQ III.

F3: On April 4, 2023, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") distributed, for no consideration, in the aggregate 516,561 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

F4: The shares are held by ICONIQ III-B.

F5: The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").

F6: The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

F7: ICONIQ III GP is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of ICONIQ VI Parent GP.

F8: The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F9: The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 48,009 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.