Braze, Inc. — Director's Dealing 2024

Jun 18, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2024-06-14

Reporting Person: ICONIQ Strategic Partners III, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (N/A)
Reporting Person: ICONIQ Strategic Partners V, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners V-B, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners V GP, L.P. (N/A)
Reporting Person: ICONIQ Strategic Partners V TT GP, Ltd. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-14	Class A Common Stock	C	740362	—	Acquired	2133216	Direct
2024-06-14	Class A Common Stock	C	791087	—	Acquired	2279366	Indirect
2024-06-14	Class A Common Stock	C	924889	—	Acquired	924889	Indirect
2024-06-14	Class A Common Stock	C	1424796	—	Acquired	1424796	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-14	Class B Common Stock	$	C	740362	Disposed		Class A Common Stock (740362)	Direct
2024-06-14	Class B Common Stock	$	C	791087	Disposed		Class A Common Stock (791087)	Indirect
2024-06-14	Class B Common Stock	$	C	924889	Disposed		Class A Common Stock (924889)	Indirect
2024-06-14	Class B Common Stock	$	C	1424796	Disposed		Class A Common Stock (1424796)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	752506	Indirect
Class A Common Stock	1036124	Indirect
Class A Common Stock	665466	Indirect
Class A Common Stock	665828	Indirect
Class A Common Stock	336062	Indirect

Footnotes

F1: On June 14, 2024, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 740,362 shares of the Issuer's Class B Common Stock into 740,362 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ III.

F3: ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("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 V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP.

F4: (Continued From Footnote 3) Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

F5: Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F6: On June 14, 2024, ICONIQ III-B converted in the aggregate 791,087 shares of the Issuer's Class B Common Stock into 791,087 shares of the Issuer's Class A Common Stock.

F7: The shares are held by ICONIQ III-B.

F8: On June 14, 2024, ICONIQ V converted in the aggregate 924,889 shares of the Issuer's Class B Common Stock into 924,889 shares of the Issuer's Class A Common Stock.

F9: The shares are held by ICONIQ V.

F10: On June 14, 2024, ICONIQ V-Bconverted in the aggregate 1,424,796 shares of the Issuer's Class B Common Stock into 1,424,796 shares of the Issuer's Class A Common Stock.

F11: The shares are held by ICONIQ V-B.

F12: The shares are held by ICONIQ VI.

F13: The shares are held by ICONIQ VI-B.

F14: The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Makan disclaims beneficial ownership of the shares held by such trusts 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F15: The shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Griffith disclaims beneficial ownership of the shares held by such trusts 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 Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F16: The shares are held by Jacobson through a trust of which he is a trustee. Jacobson 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F17: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one-to-one basis, upon the following: (1) the death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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.