Braze, Inc. — Major Shareholding Notification 2023

Feb 14, 2023

SC 13G/A 1 dp188840_sc13ga-hyman.htm FORM SC 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Field: Rule-Page

Field: /Rule-Page

Braze, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

10576N102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Field: Rule-Page

Field: /Rule-Page

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 10576N102

| 1. | Names
of Reporting Persons Jonathan
Hyman |
| --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) ☐
(b) ☐ |
| 3. | SEC Use
Only |
| 4. | Citizenship
or Place of Organization United
States of America |

| Number
of Shares Beneficially Owned
by Each Reporting Person With | Sole
Voting Power 2,031,733
shares (See Item 4 herein) |
| --- | --- |
| 6. | Shared
Voting Power 57,128
shares (See Item 4 herein) |
| 7. | Sole
Dispositive Power 2,031,733
shares (See Item 4 herein) |
| 8. | Shared
Dispositive Power 57,128
shares (See Item 4 herein) |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,088,861
shares (See Item 4 herein) |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 3.3%
of Class A Common Stock (2.2% of combined Common Stock) (See Item 4 herein) |
| 12. | Type
of Reporting Person (See Instructions) IN |

Field: Page; Sequence: 2; Options: NewSection; Value: 2

2

Field: /Page

Item 1.

(a)
Braze, Inc. (the “Issuer”).

(b)
330 West 34th Street, Floor 18
New York, NY 10001

Item 2.

(a)
Jonathan Hyman

(b)
c/o Braze, Inc.
330 West 34th Street, Floor 18
New York, NY 10001

(c)
United States of America

(d)
Class A Common Stock, $0.0001 par
value (the “Class A Common Stock”)

(e)
10576N102

Item 3.
Not applicable

Field: Page; Sequence: 3; Value: 2

3

Field: /Page

ITEM 4. Ownership

The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for the Reporting Person hereto and is incorporated herein by reference.

(a) Amount beneficially owned:

As of December 31, 2022, Mr. Hyman beneficially owned 766 shares of the Issuer’s Class A common stock, par value $0.0001 per share, and 2,088,095 shares of the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), consisting of (i) 1,766,180 shares held directly by Mr. Hyman, (ii) 28,564 shares held by a family trust, (iii) 28,564 shares held by a family trust, of which Mr. Hyman’s spouse is the trustee, and (iv) 264,787 shares of Class B Common Stock issuable pursuant to stock options held directly by Mr. Hyman that are exercisable within 60 days of December 31, 2022.

Field: Page; Sequence: 4; Value: 2

4

Field: /Page

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 holder 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 holder 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. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share.

(b) Percent of class:

Based on (i) 60,984,299 shares of Class A Common Stock and (ii) 34,889,453 shares of Class B Common Stock issued and outstanding, in each case as of December 31, 2022, and the information set forth in (a) above, Mr. Hyman beneficially owned (A) 3.3% of the outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Hyman as converted for purposes of computing this percentage), and (B) 2.2% of the outstanding Common Stock, representing 5.1% of the total voting power of the Issuer’s outstanding Common Stock.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 2,031,733

(ii) Shared power to vote or to direct the vote: 57,128

(iii) Sole power to dispose or to direct the disposition of: 2,031,733

(iv) Shared power to dispose or to direct the disposition of: 57,128

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

ITEM 8. Identification and Classification of Members of the Group

Not applicable

ITEM 9. Notice of Dissolution of Group

Not applicable

ITEM 10. Certification

Not applicable

Field: Page; Sequence: 5; Value: 2

5

Field: /Page

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

/s/ Jonathan Hyman

Jonathan Hyman

Field: Page; Sequence: 6; Options: Last

6

Field: /Page