0001209191-21-066498.txt : 20211123
0001209191-21-066498.hdr.sgml : 20211123
20211123165340
ACCESSION NUMBER: 0001209191-21-066498
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211119
FILED AS OF DATE: 20211123
DATE AS OF CHANGE: 20211123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Management Corp.
CENTRAL INDEX KEY: 0001548594
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439249
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-B Side Fund, L.P.
CENTRAL INDEX KEY: 0001665599
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439251
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-A Side Fund, L.P.
CENTRAL INDEX KEY: 0001665600
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439253
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-B, L.P.
CENTRAL INDEX KEY: 0001665601
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439250
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners XI, LLC
CENTRAL INDEX KEY: 0001870316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439256
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-A, L.P.
CENTRAL INDEX KEY: 0001665603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439252
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Investment Partners XI, LLC
CENTRAL INDEX KEY: 0001665602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439254
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners XI Side Fund, LLC
CENTRAL INDEX KEY: 0001869817
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211439255
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Braze, Inc.
CENTRAL INDEX KEY: 0001676238
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 452505271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: (609) 964-0582
MAIL ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: Appboy, Inc.
DATE OF NAME CHANGE: 20160602
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-11-19
0
0001676238
Braze, Inc.
BRZE
0001870316
Battery Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001869817
Battery Partners XI Side Fund, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665602
Battery Investment Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665600
Battery Ventures XI-A Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665603
Battery Ventures XI-A, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665599
Battery Ventures XI-B Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665601
Battery Ventures XI-B, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001548594
Battery Management Corp.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
Common Stock
2021-11-19
4
C
0
7847306
A
7847306
I
see footnote
Common Stock
2021-11-19
4
C
0
7569790
A
7569790
I
see footnote
Common Stock
2021-11-19
4
C
0
221708
A
221708
I
see footnote
Common Stock
2021-11-19
4
C
0
2241717
A
2241717
I
see footnote
Common Stock
2021-11-19
4
J
0
7847306
D
0
I
see footnote
Common Stock
2021-11-19
4
J
0
7569790
D
0
I
see footnote
Common Stock
2021-11-19
4
J
0
221708
D
0
I
see footnote
Common Stock
2021-11-19
4
J
0
2241717
D
0
I
see footnote
Class A Common Stock
2021-11-19
4
C
0
1100000
A
1100000
I
see footnote
Class A Common Stock
2021-11-19
4
P
0
29250
65.00
A
29250
I
see footnote
Class A Common Stock
2021-11-19
4
P
0
295750
65.00
A
1395750
I
see footnote
Series A-1 Preferred-NV Stock
2021-11-19
4
C
0
38767
0.00
D
Common Stock
38767
0
I
see footnote
Series A-1 Preferred-NV Stock
2021-11-19
4
C
0
37396
0.00
D
Common Stock
37396
0
I
see footnote
Series A Preferred Stock
2021-11-19
4
C
0
159150
0.00
D
Common Stock
159150
0
I
see footnote
Series A Preferred Stock
2021-11-19
4
C
0
1609187
0.00
D
Common Stock
1609187
0
I
see footnote
Series A Preferred-NV Stock
2021-11-19
4
C
0
275116
0.00
D
Common Stock
275116
0
I
see footnote
Series A Preferred-NV Stock
2021-11-19
4
C
0
265387
0.00
D
Common Stock
265387
0
I
see footnote
Series B Preferred Stock
2021-11-19
4
C
0
51586
0.00
D
Common Stock
51586
0
I
see footnote
Series B Preferred Stock
2021-11-19
4
C
0
521585
0.00
D
Common Stock
521585
0
I
see footnote
Series B Preferred-NV Stock
2021-11-19
4
C
0
324063
0.00
D
Common Stock
324063
0
I
see footnote
Series B Preferred-NV Stock
2021-11-19
4
C
0
312603
0.00
D
Common Stock
312603
0
I
see footnote
Series C Preferred Stock
2021-11-19
4
C
0
5351696
0.00
D
Common Stock
5351696
0
I
see footnote
Series C Preferred Stock
2021-11-19
4
C
0
5162432
0.00
D
Common Stock
5162432
0
I
see footnote
Series D Preferred Stock
2021-11-19
4
C
0
781624
0.00
D
Common Stock
781624
0
I
see footnote
Series D Preferred Stock
2021-11-19
4
C
0
753984
0.00
D
Common Stock
753984
0
I
see footnote
Series E Preferred Stock
2021-11-19
4
C
0
1076040
0.00
D
Common Stock
1076040
0
I
see footnote
Series E Preferred Stock
2021-11-19
4
C
0
1037988
0.00
D
Common Stock
1037988
0
I
see footnote
Series E Preferred Stock
2021-11-19
4
C
0
10972
0.00
D
Common Stock
10972
0
I
see footnote
Series E Preferred Stock
2021-11-19
4
C
0
110945
0.00
D
Common Stock
110945
0
I
see footnote
Class B Common Stock
2021-11-19
4
J
0
7847306
0.00
A
Class A Common Stock
7847306
7847306
I
see footnote
Class B Common Stock
2021-11-19
4
J
0
7569790
0.00
A
Class A Common Stock
7569790
7569790
I
see footnote
Class B Common Stock
2021-11-19
4
J
0
221708
0.00
A
Class A Common Stock
221708
221708
I
see footnote
Class B Common Stock
2021-11-19
4
J
0
2241717
0.00
A
Class A Common Stock
2241717
2241717
I
see footnote
Class B Common Stock
2021-11-19
4
C
0
1100000
0.00
D
Class A Common Stock
1100000
1141717
I
see footnote
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.
1 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with Form 4s being filed by Battery Partners Select Fund I GP, LLC and other filing persons and by Michael M. Brown and other filing persons.
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery PartnersXI, LLC
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P.
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P.
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P.
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P.
2021-11-23
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Management Corp.
2021-11-23