Filing Details
- Accession Number:
- 0001193125-22-039178
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Interwest Partners X Lp
- Company:
- Braze Inc.
- Filing Date:
- 2022-02-14
- 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 |
|---|---|---|---|---|---|---|
| InterWest Partners X | 3,394,219 | 0 | 3,394,219 | 0 | 3,394,219 | 25.4% |
| InterWest Management Partners X | 3,394,219 | 0 | 3,394,219 | 0 | 3,394,219 | 25.4% |
| Keval Desai (a Venture Member of InterWest Management Partners X | 0 | 3,394,219 | 0 | 3,394,219 | 3,394,219 | 25.4% |
| Gilbert H. Kliman (a Managing Director of InterWest Management Partners X | 0 | 3,394,219 | 0 | 3,394,219 | 3,394,219 | 25.4% |
| Khaled A. Nasr (a Venture Member of InterWest Management Partners X | 0 | 3,394,219 | 0 | 3,394,219 | 3,394,219 | 25.4% |
| OMB APPROVAL | ||||
| OMB Number: | 3235-0145 | |||
| Expires: | February 28, 2010 | |||
| Estimated average burden | ||||
| hours per response | 10.4 | |||
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
(Title of Class of Securities)
10576N 10 2
(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)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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. 10576N 10 2 | 13G | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Partners X, LP (IWP X) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,394,219 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,394,219 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,219 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.4% (1,2) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | 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 Issuers 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. |
| (2) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
| Cusip No. 10576N 10 2 | 13G | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Management Partners X, LLC (the General Partner of InterWest Partners X, LP) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,394,219 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,394,219 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,219 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.4% (1,2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | 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 Issuers 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. |
| (2) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
| Cusip No. 10576N 10 2 | 13G | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
Keval Desai (a Venture Member of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,394,219 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,394,219 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,219 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.4% (1,2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Keval Desai that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| (1) | 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 Issuers 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. |
| (2) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
| Cusip No. 10576N 10 2 | 13G | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
Gilbert H. Kliman (a Managing Director of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,394,219 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,394,219 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,219 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.4% (1,2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| (1) | 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 Issuers 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. |
| (2) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
| Cusip No. 10576N 10 2 | 13G | Page 6 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
Khaled A. Nasr (a Venture Member of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,394,219 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,394,219 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,394,219 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 25.4% (1,2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| (1) | 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 Issuers 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. |
| (2) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
| Cusip No. 10576N 10 2 | 13G | Page 7 of 9 Pages |
ITEM 1.
| (a) | NAME OF ISSUER : Braze, Inc. |
| (b) | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICE: |
330 West 34th Street, Floor 18, New York, NY 10001
ITEM 2.
| (a) | NAME OF PERSON(S) FILING: |
InterWest Partners X, LP (IWP X)
InterWest Management Partners X, LLC (IMP X)
Keval Desai (Desai)
Gilbert H. Kliman (Kliman)
Khaled A. Nasr (Nasr)
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
467 First Street, Suite 201, Los Altos, CA 94022
| (c) | CITIZENSHIP/PLACE OF ORGANIZATION: |
IWP X: California
IMP X: California
Desai: United States
Kliman: United States
Nasr: United States
| (d) | TITLE OF CLASS OF SECURITIES: Class ACommon Stock |
| (e) | CUSIP NUMBER: 10576N 10 2 |
ITEM 3. NOT APPLICABLE.
| Cusip No. 10576N 10 2 | 13G | Page 8 of 9 Pages |
| ITEM 4. | OWNERSHIP. |
| IWP X | IMP X (1) | Desai (2) | Kliman (2) | Nasr (2) | ||||||||||||||||
| Beneficial Ownership | 3,394,219 | 3,394,219 | 3,394,219 | 3,394,219 | 3,394,219 | |||||||||||||||
| Percentage of Class (3) | 25.4 | % | 25.4 | % | 25.4 | % | 25.4 | % | 25.4 | % | ||||||||||
| Percent of All Common (3) | 3.7 | % | 3.7 | % | 3.7 | % | 3.7 | % | 3.7 | % | ||||||||||
| Sole Voting Power | 3,394,219 | 3,394,219 | 0 | 0 | 0 | |||||||||||||||
| Shared Voting Power | 0 | 0 | 3,394,219 | 3,394,219 | 3,394,219 | |||||||||||||||
| Sole Dispositive Power | 3,394,219 | 3,394,219 | 0 | 0 | 0 | |||||||||||||||
| Shared Dispositive Power | 0 | 0 | 3,394,219 | 3,394,219 | 3,394,219 | |||||||||||||||
| (1) | IMP X is the general partner of IWP X. |
| (2) | Kliman is a Managing Director of IMP X. Desai and Nasr are Venture Members of IMP X. The Managing Directors and Venture Members of IMP X share voting and investment control over shares held by IWP X. |
| (3) | The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B common Stock). Based on the total of 92,109,608 shares of the Issuers Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuers total outstanding Common Stock as of December 15, 2021. |
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.
Under certain circumstances set forth in the limited liability company operating agreement of IMP X, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
| Cusip No. 10576N 10 2 | 13G | Page 9 of 9 Pages |
| ITEM 10. | CERTIFICATION. |
n/a
EXHIBITS
Joint Filing Statement attached as Exhibit A.
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.
Date: February 14, 2022
| INTERWEST PARTNERS X, LP | ||
| By: | InterWest Management Partners X, LLC, its General Partner | |
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS X, LLC | ||
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Managing Director | ||
| By: | /s/ Keval Desai by Karen A. Wilson, Power of Attorney | |
| Name: | Keval Desai | |
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Name: | Gilbert H. Kliman | |
| By: | /s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney | |
| Name: | Khaled A. Nasr | |