Filing Details
- Accession Number:
- 0001193125-23-032081
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-09 19:00:00
- Filed By:
- Interwest Partners X Lp
- Company:
- Braze Inc.
- Filing Date:
- 2023-02-10
- 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 |
|---|---|---|---|---|---|---|
| InterWest Partners X | 0 | 0 | 0 | 0 | 0 | 0% |
| InterWest Management Partners X | 0 | 0 | 0 | 0 | 0 | 0% |
| Keval Desai (a Venture Member of InterWest Management Partners X | 21,763 | 0 | 21,763 | 0 | 21,763 | 0.04% |
| Gilbert H. Kliman (a Managing Director of InterWest Management Partners X | 10,000 | 0 | 10,000 | 0 | 10,000 | 0.02% |
| Khaled A. Nasr (a Venture Member of InterWest Management Partners X | 19,093 | 0 | 19,093 | 0 | 19,093 | 0.03% |
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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)
Class A Common Stock
(Title of Class of Securities)
10576N 10 2
(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)
☒ 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).
Page 1 of 9 Pages
| 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
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
Page 2 of 9 Pages
| 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
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
Page 3 of 9 Pages
| 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
21,763 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
21,763 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,763 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04% (1) | |||||
| 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) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
Page 4 of 9 Pages
| 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
10,000 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02% (1) | |||||
| 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) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
Page 5 of 9 Pages
| 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
19,093 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
19,093 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,093 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% (1) | |||||
| 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) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
Page 6 of 9 Pages
| 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.
Page 7 of 9 Pages
| 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 | 0 | 0 | 21,763 | 10,000 | 19,093 | |||||||||||||||
| Percentage of Class (3) | 0 | % | 0 | % | 0.04 | % | 0.02 | % | 0.03 | % | ||||||||||
| Sole Voting Power | 0 | 0 | 21,763 | 10,000 | 19,093 | |||||||||||||||
| Shared Voting Power | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| Sole Dispositive Power | 0 | 0 | 21,763 | 10,000 | 19,093 | |||||||||||||||
| Shared Dispositive Power | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| (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) | Based on 57,009,059 shares of the Issuers Class A and 38,697,345 shares of the Issuers Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (the SEC) on December 14, 2022. |
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.
Page 8 of 9 Pages
| 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 10, 2023
| 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 | |||
Page 9 of 9 Pages