Filing Details
- Accession Number:
- 0001104659-23-021600
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-13 19:00:00
- Filed By:
- Battery Ventures Xi-a, L.p.
- Company:
- Braze Inc.
- Filing Date:
- 2023-02-14
- 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 |
|---|---|---|---|---|---|---|
| Battery Ventures XI-A | 5,987,707 | 18,205,521 | 5,987,707 | 18,205,521 | 5,987,707 | 8.6% |
| Battery Ventures XI-B | 1,582,083 | 18,205,521 | 1,582,083 | 18,205,521 | 1,582,083 | 2.3% |
| Battery Ventures XI-A Side Fund | 6,220,863 | 18,205,521 | 6,220,863 | 18,205,521 | 6,220,863 | 8.9% |
| Battery Ventures XI-B Side Fund | 1,348,927 | 18,205,521 | 1,348,927 | 18,205,521 | 1,348,927 | 1.9% |
| Battery Investment Partners XI | 277,516 | 18,205,521 | 277,516 | 18,205,521 | 277,516 | 0.4% |
| Battery Partners XI | 7,847,306 | 18,205,521 | 7,847,306 | 18,205,521 | 7,847,306 | 11.2% |
| Battery Partners XI Side Fund | 7,569,790 | 2,788,425 | 7,569,790 | 2,788,425 | 7,569,790 | 10.8% |
| Battery Ventures Select Fund I | 2,537,467 | 18,205,521 | 2,537,467 | 18,205,521 | 2,537,467 | 3.6% |
| Battery Partners Select Fund I | 2,537,467 | 18,205,521 | 2,537,467 | 18,205,521 | 2,537,467 | 3.6% |
| Battery Investment Partners Select Fund I | 250,958 | 250,958 | 250,958 | 0.4% | ||
| Battery Partners Select Fund I GP | 2,788,425 | 2,788,425 | 2,788,425 | 4.0% | ||
| Battery Management Corp. ( BMC ) | 18,205,521 | 18,205,521 | 18,205,521 | 26.0% | ||
| Neeraj Agrawal | 0 | 0 | 18,205,521 | 26.0% | ||
| Michael Brown | 0 | 0 | 18,205,521 | 26.0% | ||
| Jesse Feldman | 0 | 0 | 18,205,521 | 26.0% | ||
| Roger H. Lee | 0 | 0 | 18,205,521 | 26.0% | ||
| Scott R. Tobin | 0 | 0 | 18,205,521 | 26.0% | ||
| Chelsea R. Stoner | 0 | 0 | 18,205,521 | 26.0% | ||
| Morad Elhafed | 0 | 0 | 2,788,425 | 4.0% | ||
| Dharmesh Thakker | 0 | 0 | 18,205,521 | 26.0% | ||
| Russell Fleischer | 0 | 0 | 18,205,521 | 26.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Braze, Inc.
(Name of Issuer)
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)
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 Battery Ventures XI-A, L.P. (“BV11-A”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 5,987,707 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 5,987,707 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,987,707 shares [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.6% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
2
| CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Ventures XI-B, L.P. (“BV11-B”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 1,582,083 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 1,582,083 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,582,083 shares [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 2.3% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
3
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 6,220,863 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 6,220,863 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 6,220,863 shares [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.9% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
4
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 1,348,927 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 1,348,927 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,348,927 shares [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 1.9% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
5
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Investment Partners XI, LLC (“BIP11”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 277,516 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 277,516 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 277,516 shares [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 0.4% | ||
| 12. | Type
of Reporting Person (See Instructions) OO | ||
6
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Partners XI, LLC (“BP11”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 7,847,306 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 7,847,306 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 7,847,306 shares [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 11.2% | ||
| 12. | Type
of Reporting Person (See Instructions) OO | ||
7
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Partners XI Side Fund, LLC (“BP11SF”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 7,569,790 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 7,569,790 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 7,569,790 shares [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 10.8% | ||
| 12. | Type
of Reporting Person (See Instructions) OO | ||
8
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Ventures Select Fund I, L.P. (“BV Select”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,537,467 shares [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 3.6% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
9
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Partners Select Fund I, L.P. (“BP Select LP”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,537,467 shares [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 3.6% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
10
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Investment Partners Select Fund I, L.P. (“BIP Select”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 250,958 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 250,958 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 250,958 shares [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 0.4% | ||
| 12. | Type
of Reporting Person (See Instructions) PN | ||
11
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Partners Select Fund I GP, LLC (“BP Select LLC”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 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 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 4.0% | ||
| 12. | Type
of Reporting Person (See Instructions) OO | ||
12
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Battery Management Corp. (“BMC”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Massachusetts | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |
| 6. | Shared
Voting Power See response to row 5. | ||
| 7. | Sole
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 8. | Shared
Dispositive Power See response to row 7. | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) OO | ||
13
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Neeraj Agrawal | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
14
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Michael Brown | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
15
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Jesse Feldman | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
16
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Roger H. Lee | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
17
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Scott R. Tobin | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
18
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Chelsea R. Stoner | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
19
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Morad Elhafed | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,788,425 shares [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 4.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
20
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Dharmesh Thakker | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
21
CUSIP No. 10576N102 | |||
| 1. | Names
of Reporting Persons Russell Fleischer | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization USA | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 | |
| 6. | Shared
Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 7. | Sole
Dispositive Power 0 | ||
| 8. | Shared
Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent
of Class Represented by Amount in Row (9) 26.0% | ||
| 12. | Type
of Reporting Person (See Instructions) IN | ||
22
| Item 1. | |||
| (a) | Name
of Issuer Braze, Inc. | ||
| (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
Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP11, the general partner of BV11-A and BV11-B and managing member of BIP11, BP11SF, the general partner of BV-11A SF and BV-11B SF, and/or the officers of BMC, the investment advisor to BP11 and BP11SF.
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP Select LLC, the general partner of BP Select LP and BIP Select, and ultimate general partner of BV Select. | ||
| (b) | Address of Principal Business Office or, if none, Residence Battery Ventures One Marina Park Drive Suite 1100 Boston, MA 02210 | ||
| (c) | Citizenship Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are United States citizens. BV11-A, BV11-B, BV-11A SF, BV-11B SF, BV Select, BP Select LP, and BIP Select are limited partnerships organized under the laws of the State of Delaware. BP11, BP11SF, and BP Select LLC are limited liability companies organized under the laws of the State of Delaware. BMC is a corporation organized under the laws of the Commonwealth of Massachusetts. | ||
| (d) | Title
of Class of Securities Class A Common Stock, $0.0001 par value per share | ||
| (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: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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| Item 4. | Ownership | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 69,935,305 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed on December 14, 2022. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.] | |||
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of See Row 8 of cover page for each 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 | ||
| Under certain circumstances set forth in the limited partnership agreement of BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select. Under certain circumstances set forth in the limited liability company agreement of BIP11, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BIP11. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| N/A | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| N/A | |||
| Item 9. | Notice of Dissolution of Group | ||
| N/A | |||
| Item 10. | Certification | ||
| N/A | |||
24
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.
| BATTERY VENTURES XI, L.P. | ||
| By: Battery Partners XI, LLC | ||
| By: | * | |
| Managing Member | ||
| BATTERY INVESTMENT PARTNERS XI, LLC | ||
| By: | Battery Partners XI, LLC | |
| By: | * | |
| Managing Member | ||
| BATTERY PARTNERS XI, LLC | ||
| By: | * | |
| Managing Member | ||
| BATTERY VENTURES SELECT FUND I, L.P. | ||
| By: | Battery Partners Select Fund I, L.P. | |
| By: | Battery Partners Select Fund I GP, LLC | |
| By: | * | |
| Managing Member | ||
| BATTERY PARTNERS SELECT FUND I, L.P. | ||
| By: | Battery Partners Select Fund I GP, LLC | |
| By: | * | |
| Managing Member | ||
| BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P. | ||
| By: | Battery Partners Select Fund I GP, LLC | |
| By: | * | |
| Managing Member | ||
| BATTERY PARTNERS SELECT FUND I GP, LLC | ||
| By: | * | |
| Managing Member | ||
| BATTERY MANAGEMENT CORP. | ||
| By: | * | |
| Chief Financial Officer | ||
25
| NEERAJ AGRAWAL | ||
| By: | * | |
| Neeraj Agrawal | ||
| MICHAEL BROWN | ||
| By: | * | |
| Michael Brown | ||
| JESSE FELDMAN | ||
| By: | * | |
| Jesse Feldman | ||
| ROGER H. LEE | ||
| By: | * | |
| Roger H. Lee | ||
| SCOTT R. TOBIN | ||
| By: | * | |
| Scott R. Tobin | ||
| CHELSEA R. STONER | ||
| By: | * | |
| Chelsea R. Stoner | ||
| RUSSELL FLEISCHER | ||
| By: | * | |
| Russell Fleischer | ||
| MORAD ELHAFED | ||
| By: | * | |
| Morad Elhafed | ||
| DHARMESH THAKKER | ||
| By: | * | |
| Dharmesh Thakker | ||
| *By: | /s/ Christopher Schiavo | |
| Name: | Christopher
Schiavo Attorney-in-Fact |
This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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