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
Ownership Summary

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%
Filing

 

 

 

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

 

22

 

 

  (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

 

23

 

 

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):

 

AJoint 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