Filing Details
- Accession Number:
- 0001104659-22-019400
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-09 19:00:00
- Filed By:
- Ridge Ventures Continuation Fund, L.p.
- Company:
- Braze Inc.
- Filing Date:
- 2022-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ridge Ventures Continuation Fund | 0 | 1,282,796 | 0 | 1,282,796 | 1,282,796 | 1.4% |
| Ridge Ventures CF GP | 0 | 1,282,796 | 0 | 1,282,796 | 1,282,796 | 1.4% |
| Ridge Software Investments I | 0 | 78,372 | 0 | 78,372 | 78,372 | 0.1% |
| Ridge Ventures IV | 0 | 78,372 | 0 | 78,372 | 78,372 | 0.1% |
| Alex Rosen | 0 | 1,361,168 | 0 | 1,361,168 | 1,361,168 | 1.5% |
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | 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).
| CUSIP No. 10576N102 | ||||||
| 1. | Names of Reporting Persons Ridge Ventures Continuation Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 1,282,796 shares of Class A common stock (2) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 1,282,796 shares of Class A common stock (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,282,796 shares of Class A common stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 1.4% of common stock (11.4% of Class A common stock) (3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
| (1) | This Schedule 13G is filed by Ridge Ventures Continuation Fund, L.P. (“RVCF”), Ridge Ventures CF GP, L.L.C. (“RVCF GP”), Ridge Software Investments I, LLC (“RSI I”), Ridge Ventures IV, LLC (“RV IV”) and Alex Rosen (“Rosen” and, with RVCF, RVCF GP, RSI I and RV IV, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares. |
| (3) | Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on December 21, 2021. |
| (4) | Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
2
| CUSIP No. 10576N102 | ||||||
| 1. | Names of Reporting Persons Ridge Ventures CF GP, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 1,282,796 shares of Class A common stock (2) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 1,282,796 shares of Class A common stock (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,282,796 shares of Class A common stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 1.4% of common stock (11.4% of Class A common stock) (3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares. |
| (3) | Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021. |
| (4) | Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
3
| CUSIP No. 10576N102 | ||||||
| 1. | Names of Reporting Persons Ridge Software Investments I, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 78,372 shares of Class A common stock (2) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 78,372 shares of Class A common stock (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 78,372 shares of Class A common stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.1% of common stock (0.8% of Class A common stock) (3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes shares of Class A common stock issuable upon conversion of 78,372 shares of Class B common stock held by RSI I. RV IV is the manager of RSI I. As the Managing Member of RV IV, Rosen shares voting and investment authority over these shares. |
| (3) | Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021. |
| (4) | Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of 78,372 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
4
| CUSIP No. 10576N102 | ||||||
| 1. | Names of Reporting Persons Ridge Ventures IV, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 78,372 shares of Class A common stock (2) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 78,372 shares of Class A common stock (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 78,372 shares of Class A common stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.1% of common stock (0.8% of Class A common stock) (3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes shares of Class A common stock issuable upon conversion of 78,372 shares of Class B common stock held by RSI I. RV IV is the manager of RSI I. As the Managing Member of RV IV, Rosen shares voting and investment authority over these shares. |
| (3) | Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021. |
| (4) | Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of 78,372 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
5
| CUSIP No. 10576N102 | ||||||
| 1. | Names of Reporting Persons Alex Rosen | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 1,361,168 shares of Class A common stock (2) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 1,361,168 shares of Class A common stock (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,361,168 shares of Class A common stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 1.5% of common stock (12.0% of Class A common stock) (3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions) IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes shares of Class A common stock issuable upon conversion of (i) 1,282,796 shares of Class B common stock held by RVCF and (ii) 78,372 shares of Class B common stock held by RSI I. RVCF GP is the general partner of RVCF and RV IV is the manager of RSI I. As the Managing Member of each of RVCF GP and RV IV, Rosen shares voting and investment authority over these shares. |
| (3) | Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021. |
| (4) | Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of 1,361,168 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
6
| Item 1. | |||||
| (a) | Name of Issuer Braze, Inc. (the “Issuer”). | ||||
| (b) | Address of Issuer’s Principal Executive Offices 330 West 34th Street, Floor 18 New York, NY 10001 | ||||
| Item 2. | |||||
| (a) | Name of Person Filing Ridge Ventures Continuation Fund, L.P. (“RVCF”) Ridge Ventures CF GP, L.L.C. (“RVCF GP”) Ridge Software Investments I, LLC (“RSI I”) Ridge Ventures IV, LLC (“RV IV”) Alex Rosen (“Rosen”) | ||||
| (b) | Address of Principal Business Office or, if none, Residence 649 Front Street, Suite 100 San Francisco, CA 94111 | ||||
| (c) | Citizenship | ||||
| Entities: | RVCF | - | Delaware | ||
| RVCF GP | - | Delaware | |||
| RSI I | - | Delaware | |||
| RV IV | - | Delaware | |||
| Individuals: | Rosen | - | United States of America | ||
| (d) | Title of Class of Securities Class A Common Stock, $0.0001 par value (“Class A common stock”) | ||||
| (e) | CUSIP Number 10576N102 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
| Not applicable | |||||
7
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021. | |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3)(4) | ||||||||
| RVCF (1) | 1,282,796 | 1,282,796 | 1,282,796 | 1,282,796 | 1.4% of common stock (11.4% of Class A common stock) | ||||||||||
| RVCF GP (1) | 1,282,796 | 1,282,796 | 1,282,796 | 1.4% of common stock (11.4% of Class A common stock) | |||||||||||
| RSI I (2) | 78,372 | 78,372 | 78,372 | 78,372 | 0.1% of common stock (0.8% of Class A common stock) | ||||||||||
| RV IV (2) | 78,372 | 78,372 | 78,372 | 0.1% of common stock (0.8% of Class A common stock) | |||||||||||
| Rosen (1) (2) | 1,361,168 | 1,361,168 | 1,361,168 | 1.5% of common stock (12.0% of Class A common stock) |
| (1) Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares. |
| (2) Includes shares of Class A common stock issuable upon conversion of 78,372 shares of Class B common stock held by RSI I. RV IV is the general partner of RSI I. As the Managing Member of RV IV, Rosen shares voting and investment authority over these shares. |
| (3) Calculations of the percentage of common stock beneficially owned is based on a total of 92,109,608 shares of common stock (9,943,054 shares of Class A common stock and 82,166,554 shares of Class B common stock) outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on December 21, 2021. |
| (4) Calculations of the percentage of Class A common stock beneficially owned is based on (i) 9,943,054 shares of Class A common stock issued and outstanding as of December 15, 2021, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 21, 2021 and (ii) Class A common stock issuable upon conversion of shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
| 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 | ||
8
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 10, 2022
| Ridge Ventures Continuation Fund, L.P. | ||
| By: | Ridge Ventures CF GP, L.L.C. | |
| its | General Partner | |
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Ventures CF GP, L.L.C. | ||
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Software Investments I, LLC | ||
| By: | Ridge Ventures IV, LLC | |
| its | Manager | |
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Ventures IV, LLC | ||
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| /s/ Alex Rosen | ||
| Alex Rosen | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
9
Exhibit(s):
A - Joint Filing Statement
10
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the
Class A Common Stock of Braze, Inc. is filed on behalf of each of us.
Dated: February 10, 2022
| Ridge Ventures Continuation Fund, L.P. | ||
| By: | Ridge Ventures CF GP, L.L.C. | |
| its | General Partner | |
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Ventures CF GP, L.L.C. | ||
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Software Investments I, LLC | ||
| By: | Ridge Ventures IV, LLC | |
| its | Manager | |
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| Ridge Ventures IV, LLC | ||
| By: | /s/ Alex Rosen | |
| Name: Alex Rosen | ||
| Title: Managing Member | ||
| /s/ Alex Rosen | ||
| Alex Rosen | ||