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Filing Details

Accession Number:: 0001209191-21-066498
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-23 16:53:40
Reporting Period:: 2021-11-19

Accepted Time:: 2021-11-23 16:53:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1676238	Braze Inc.	BRZE	()	MA

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1548594	Battery Management Corp.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665599	Battery Ventures Xi-B Side Fund, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665600	Battery Ventures Xi-A Side Fund, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665601	Battery Ventures Xi-B, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665602	Battery Investment Partners Xi, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665603	Battery Ventures Xi-A, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1869817	Battery Partners Xi Side Fund, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1870316	Battery Partners Xi, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-11-19	7,847,306	$0.00	7,847,306	No	4	C	Indirect	see footnote
Common Stock	Acquisiton	2021-11-19	7,569,790	$0.00	7,569,790	No	4	C	Indirect	see footnote
Common Stock	Acquisiton	2021-11-19	221,708	$0.00	221,708	No	4	C	Indirect	see footnote
Common Stock	Acquisiton	2021-11-19	2,241,717	$0.00	2,241,717	No	4	C	Indirect	see footnote
Common Stock	Disposition	2021-11-19	7,847,306	$0.00	0	No	4	J	Indirect	see footnote
Common Stock	Disposition	2021-11-19	7,569,790	$0.00	0	No	4	J	Indirect	see footnote
Common Stock	Disposition	2021-11-19	221,708	$0.00	0	No	4	J	Indirect	see footnote
Common Stock	Disposition	2021-11-19	2,241,717	$0.00	0	No	4	J	Indirect	see footnote
Class A Common Stock	Acquisiton	2021-11-19	1,100,000	$0.00	1,100,000	No	4	C	Indirect	see footnote
Class A Common Stock	Acquisiton	2021-11-19	29,250	$65.00	29,250	No	4	P	Indirect	see footnote
Class A Common Stock	Acquisiton	2021-11-19	295,750	$65.00	1,395,750	No	4	P	Indirect	see footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	see footnote
No	4	C	Indirect	see footnote
No	4	C	Indirect	see footnote
No	4	C	Indirect	see footnote
No	4	J	Indirect	see footnote
No	4	J	Indirect	see footnote
No	4	J	Indirect	see footnote
No	4	J	Indirect	see footnote
No	4	C	Indirect	see footnote
No	4	P	Indirect	see footnote
No	4	P	Indirect	see footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred-NV Stock	Disposition	2021-11-19	38,767	$0.00	38,767	$0.00
Common Stock	Series A-1 Preferred-NV Stock	Disposition	2021-11-19	37,396	$0.00	37,396	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-11-19	159,150	$0.00	159,150	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-11-19	1,609,187	$0.00	1,609,187	$0.00
Common Stock	Series A Preferred-NV Stock	Disposition	2021-11-19	275,116	$0.00	275,116	$0.00
Common Stock	Series A Preferred-NV Stock	Disposition	2021-11-19	265,387	$0.00	265,387	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-11-19	51,586	$0.00	51,586	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-11-19	521,585	$0.00	521,585	$0.00
Common Stock	Series B Preferred-NV Stock	Disposition	2021-11-19	324,063	$0.00	324,063	$0.00
Common Stock	Series B Preferred-NV Stock	Disposition	2021-11-19	312,603	$0.00	312,603	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-11-19	5,351,696	$0.00	5,351,696	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-11-19	5,162,432	$0.00	5,162,432	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-11-19	781,624	$0.00	781,624	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-11-19	753,984	$0.00	753,984	$0.00
Common Stock	Series E Preferred Stock	Disposition	2021-11-19	1,076,040	$0.00	1,076,040	$0.00
Common Stock	Series E Preferred Stock	Disposition	2021-11-19	1,037,988	$0.00	1,037,988	$0.00
Common Stock	Series E Preferred Stock	Disposition	2021-11-19	10,972	$0.00	10,972	$0.00
Common Stock	Series E Preferred Stock	Disposition	2021-11-19	110,945	$0.00	110,945	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-19	7,847,306	$0.00	7,847,306	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-19	7,569,790	$0.00	7,569,790	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-19	221,708	$0.00	221,708	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-19	2,241,717	$0.00	2,241,717	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-19	1,100,000	$0.00	1,100,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
7,847,306	No	4	J	Indirect
7,569,790	No	4	J	Indirect
221,708	No	4	J	Indirect
2,241,717	No	4	J	Indirect
1,141,717	No	4	C	Indirect

Footnotes

Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.
Represents (i) 277,516 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 5,987,707 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 1,582,083 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.
Represents (i) 6,220,863 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 1,348,927 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.
Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.
Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.
Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.
Represents (i) 1,371 shares held by BIP XI; (ii) 29,580 shares held by BV XI-A; and (iii) 7,816 shares held by BV XI-B.
Represents (i) 30,732 shares held by BV XI-A SF and (ii) 6,664 shares held by BV XI-B SF.
Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.
Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.
Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.
Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.
Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.
Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.