Filing Details
- Accession Number:
- 0001104659-24-023707
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-13 19:00:00
- Filed By:
- Battery Ventures Xi-a, L.p.
- Company:
- Braze Inc.
- Filing Date:
- 2024-02-14
- 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 | 0 | 4,603,457 | 0 | 4,603,457 | 4,603,457 | 4.6% |
Battery Ventures XI-B | 0 | 1,216,333 | 0 | 1,216,333 | 1,216,333 | 1.2% |
Battery Ventures XI-A Side Fund | 0 | 4,782,711 | 0 | 4,782,711 | 4,782,711 | 4.8% |
Battery Ventures XI-B Side Fund | 0 | 1,037,079 | 0 | 1,037,079 | 1,037,079 | 1.0% |
Battery Investment Partners XI | 0 | 213,360 | 0 | 213,360 | 213,360 | 0.2% |
Battery Partners XI | 0 | 6,033,150 | 0 | 6,033,150 | 6,033,150 | 6.0% |
Battery Partners XI Side Fund | 0 | 5,819,790 | 0 | 5,819,790 | 5,819,790 | 5.8% |
Battery Ventures Select Fund I | 0 | 2,537,467 | 0 | 2,537,467 | 2,537,467 | 2.5% |
Battery Partners Select Fund I | 0 | 2,537,467 | 0 | 2,537,467 | 2,537,467 | 2.5% |
Battery Investment Partners Select Fund I | 0 | 250,958 | 0 | 250,958 | 250,958 | 0.3% |
Battery Partners Select Fund I GP | 0 | 2,788,425 | 0 | 2,788,425 | 2,788,425 | 2.8% |
Neeraj Agrawal | 86,098 | 14,641,365 | 86,098 | 14,641,365 | 14,727,463 | 14.8% |
Michael Brown | 34,711 | 14,641,365 | 34,711 | 14,641,365 | 14,676,076 | 14.7% |
Morad Elhafed | 21,386 | 2,788,425 | 21,386 | 2,788,425 | 2,809,811 | 2.8% |
Jesse Feldman | 65,806 | 14,641,365 | 65,806 | 14,641,365 | 14,707,171 | 14.7% |
Russell Fleischer | 19,813 | 14,641,365 | 19,813 | 14,641,365 | 14,661,178 | 14.7% |
Roger H. Lee | 80,357 | 14,641,365 | 80,357 | 14,641,365 | 14,721,722 | 14.7% |
Chelsea R. Stoner | 17,637 | 14,641,365 | 17,637 | 14,641,365 | 14,659,002 | 14.7% |
Dharmesh Thakker | 0 | 14,641,365 | 0 | 14,641,365 | 14,641,365 | 14.7% |
Scott R. Tobin | 34,711 | 14,641,365 | 34,711 | 14,641,365 | 14,676,076 | 14.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Braze, Inc.
(Name of Issuer)
Class A Common stock, $0.0001 par value per share
(Title of Class of Securities)
10576N102
(CUSIP Number)
December 31, 2023
(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. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
4,603,457 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
4,603,457 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,457 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
4.6% of common stock (6.4% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by Battery Ventures XI-A, L.P. (“BV11-A”), Battery Ventures XI-B, L.P. (“BV11-B”), Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”), Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”), Battery Investment Partners XI, LLC (“BIP11”), Battery Partners XI, LLC (“BP11”), Battery Partners XI Side Fund, LLC (“BP11SF”), Battery Ventures Select Fund I, L.P. (“BV Select I”), Battery Partners Select Fund I, L.P. (“BP Select I”), Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), Battery Partners Select Fund I GP, LLC (“BP Select I GP”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russell Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin are collectively referred to as the “BV Managing Members” and together with Elhafed, the “BP Select Managing Members” and together with the foregoing entities, the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A. BP11 is the general partner of BV11-A and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
2
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Ventures XI-B, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
1,216,333 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
1,216,333 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,216,333 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
1.2% of common stock (1.8% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B. BP11 is the general partner of BV11-B and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 878,705 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
3
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Ventures XI-A Side Fund, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
4,782,711 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
4,782,711 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,782,711 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
4.8% of common stock (6.6% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF. BP11SF is the general partner of BV11-A SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
4
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Ventures XI-B Side Fund, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
1,037,079 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
1,037,079 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,037,079 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
1.0% of common stock (1.5% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF. BP11SF is the general partner of BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 749,206 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
5
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Investment Partners XI, LLC |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
213,360 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
213,360 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
213,360 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
0.2% of common stock (0.3% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11. BP11 is the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 154,137 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
6
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Partners XI, LLC |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
6,033,150 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
6,033,150 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,033,150 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
6.0% of common stock (8.3% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; and (iii) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 4,358,479 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
7
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Partners XI Side Fund, LLC |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
5,819,790 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
5,819,790 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,819,790 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
5.8% of common stock (8.0% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF and (ii) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF. BP11SF is the general partner of each BV11-A SF and BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 4,204,342 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
8
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Ventures Select Fund I, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
2,537,467 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
2,537,467 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,537,467 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
2.5% of common stock (3.6% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
9
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Partners Select Fund I, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
2,537,467 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
2,537,467 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,537,467 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
2.5% of common stock (3.6% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
10
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Investment Partners Select Fund I, L.P. |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
250,958 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
250,958 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
250,958 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
0.3% of common stock (0.4% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
PN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I GP is the general partner of BIP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 221,708 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
11
CUSIP No. 10576N102 | |
1. | Names of Reporting Persons
Battery Partners Select Fund I GP, LLC |
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 shares |
6. | Shared Voting Power
2,788,425 (2) | |
7. | Sole Dispositive Power
0 shares | |
8. | Shared Dispositive Power
2,788,425 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,788,425 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
2.8% of common stock (4.0% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
OO |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I and (ii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,363,425 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
12
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
86,098 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
86,098 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,727,463 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.8% of common stock (18.8% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
13
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
34,711 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
34,711 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,676,076 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.7% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
14
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
21,386 |
6. | Shared Voting Power
2,788,425 (2) | |
7. | Sole Dispositive Power
21,386 | |
8. | Shared Dispositive Power
2,788,425 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,809,811 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
2.8% of common stock (4.0% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (ii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,363,425 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
65,806 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
65,806 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,707,171 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.7% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
16
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
19,813 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
19,813 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,661,178 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.7% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
17
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
80,357 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
80,357 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,721,722 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.8% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
17,637 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
17,637 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,659,002 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.7% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
19
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
0 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,641,365 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.6% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
20
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 (1) |
3. | SEC Use Only |
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
34,711 |
6. | Shared Voting Power
14,641,365 (2) | |
7. | Sole Dispositive Power
34,711 | |
8. | Shared Dispositive Power
14,641,365 (2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,676,076 (2) |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. | Percent of Class Represented by Amount in Row (9)
14.7% of common stock (18.7% of Class A common stock) (3) (4) |
12. | Type of Reporting Person (See Instructions)
IN |
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
(3) | Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023. |
(4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
21
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
Battery Ventures XI-A, L.P. (“BV11-A”) Battery Ventures XI-B, L.P. (“BV11-B”) Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”) Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”) Battery Investment Partners XI, LLC (“BIP11”) Battery Partners XI, LLC (“BP11”) Battery Partners XI Side Fund, LLC (“BP11SF”) Battery Ventures Select Fund I, L.P. (“BV Select I”) Battery Partners Select Fund I, L.P. (“BP Select I”) Battery Investment Partners Select Fund I, L.P. (“BIP Select I”) Battery Partners Select Fund I GP, LLC (“BP Select I GP”) Neeraj Agrawal (“Agrawal”) Michael Brown (“Brown”) Morad Elhafed (“Elhafed”) Jesse Feldman (“Feldman”) Russell Fleischer (“Fleischer”) Roger H. Lee (“Lee”) Chelsea Stoner (“Stoner”) Dharmesh Thakker (“Thakker”) Scott R. Tobin (“Tobin”) | |
(b) | Address of Principal Business Office or, if none, Residence
Battery Ventures One Marina Park Drive Suite 1100 Boston, MA 02210 | |
(c) | Citizenship |
Entities: | BV11-A | - | Delaware | |
BV11-B | - | Delaware | ||
BV-11A SF | - | Delaware | ||
BV-11B SF | - | Delaware | ||
BIP11 | - | Delaware | ||
BP11 | - | Delaware | ||
BP11SF | - | Delaware | ||
BV Select I | - | Delaware | ||
BP Select I | - | Delaware | ||
BIP Select I | - | Delaware | ||
BP Select I GP | - | Delaware | ||
Individuals: | Agrawal | - | United States | |
Brown | - | United States | ||
Elhafed | - | United States | ||
Feldman | - | United States | ||
Fleischer | - | United States | ||
Lee | - | United States | ||
Stoner | - | United States | ||
Thakker | - | United States | ||
Tobin | - | United States |
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(d) | Title of Class of Securities
Class A Common Stock, $0.0001 par value (“Common Stock”) | ||
(e) | CUSIP Number
10576N102 | ||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
Not applicable | |||
Item 4. | Ownership | ||
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023: | |||
(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 | ||
Not applicable |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable | |
Item 8. | Identification and Classification of Members of the Group |
Not applicable | |
Item 9. | Notice of Dissolution of Group |
Not applicable | |
Item 10. | Certification |
Not applicable |
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.
Dated: February 14, 2024
BATTERY VENTURES XI-A, L.P. | BATTERY VENTURES XI-A SIDE FUND, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY VENTURES XI-B, L.P. | BATTERY VENTURES XI-B SIDE FUND, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY INVESTMENT PARTNERS XI, LLC | BATTERY PARTNERS XI SIDE FUND, LLC | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY PARTNERS XI, LLC | ||||
By: | /s/ Christopher Schiavo | |||
Name: | Christopher Schiavo | |||
Title: | Attorney-in-Fact | |||
BATTERY VENTURES SELECT FUND I, L.P. | BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY PARTNERS SELECT FUND I, L.P. | BATTERY PARTNERS SELECT FUND I GP, LLC | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
NEERAJ AGRAWAL | ROGER H. LEE | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
MICHAEL BROWN | CHELSEA R. STONER | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
MORAD ELHAFED | DHARMESH THAKKER | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
JESSE FELDMAN | SCOTT R. TOBIN | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
RUSSELL FLEISCHER | ||||
By: | /s/ Christopher Schiavo | |||
Name: | Christopher Schiavo | |||
Title: | Attorney-in-Fact |
ATTENTION | ||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
25
Exhibit(s):
A | Joint Filing Agreement |
26
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Braze, Inc. is filed on behalf of each of us.
Dated: February 14, 2024
BATTERY VENTURES XI-A, L.P. | BATTERY VENTURES XI-A SIDE FUND, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY VENTURES XI-B, L.P. | BATTERY VENTURES XI-B SIDE FUND, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY INVESTMENT PARTNERS XI, LLC | BATTERY PARTNERS XI SIDE FUND, LLC | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY PARTNERS XI, LLC | ||||
By: | /s/ Christopher Schiavo | |||
Name: | Christopher Schiavo | |||
Title: | Attorney-in-Fact | |||
BATTERY VENTURES SELECT FUND I, L.P. | BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P. | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
BATTERY PARTNERS SELECT FUND I, L.P. | BATTERY PARTNERS SELECT FUND I GP, LLC | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
NEERAJ AGRAWAL | ROGER H. LEE | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
MICHAEL BROWN | CHELSEA R. STONER | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
MORAD ELHAFED | DHARMESH THAKKER | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
JESSE FELDMAN | SCOTT R. TOBIN | |||
By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
RUSSELL FLEISCHER | ||||
By: | /s/ Christopher Schiavo | |||
Name: | Christopher Schiavo | |||
Title: | Attorney-in-Fact |
27