SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pepper Douglas A

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2021		C⁽¹⁾		5,224,142	A	⁽¹⁾	5,517,290	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Common Stock	11/19/2021		J⁽²⁾		5,517,290	D	⁽²⁾	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Common Stock	11/19/2021		C⁽¹⁾		5,582,061	A	⁽¹⁾	5,895,292	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Common Stock	11/19/2021		J⁽²⁾		5,895,292	D	⁽²⁾	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Common Stock	11/19/2021		C⁽¹⁾		924,889	A	⁽¹⁾	924,889	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Common Stock	11/19/2021		J⁽²⁾		924,889	D	⁽²⁾	0	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Common Stock	11/19/2021		C⁽¹⁾		1,424,796	A	⁽¹⁾	1,424,796	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.
Common Stock	11/19/2021		J⁽²⁾		1,424,796	D	⁽²⁾	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	11/19/2021		P⁽¹¹⁾		144,576	A	$65	144,576	I⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	11/19/2021		P⁽¹¹⁾		180,424	A	$65	180,424	I⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners VI-B, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			348,940	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	348,940	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series A Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			372,847	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	372,847	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			294,274	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	294,274	$0.00	0	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Series A Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			453,327	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	453,327	$0.00	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.
Series A Preferred Stock-NV	⁽¹⁾	11/19/2021		C⁽¹⁾			261,301	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	261,301	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series A Preferred Stock-NV	⁽¹⁾	11/19/2021		C⁽¹⁾			279,203	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	279,203	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A-1 Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			198,575	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	198,575	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series A-1 Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			212,180	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	212,180	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A-1 Preferred Stock-NV	⁽¹⁾	11/19/2021		C⁽¹⁾			36,820	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	36,820	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series A-1 Preferred Stock-NV	⁽¹⁾	11/19/2021		C⁽¹⁾			39,343	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	39,343	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series B Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			615,922	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	615,922	$0.00	0	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Series B Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			948,834	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	948,834	$0.00	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.
Series C Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			11,487	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	11,487	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series C Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			12,273	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	12,273	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series D Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			3,600,514	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	3,600,514	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series D Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			3,847,198	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	3,847,198	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			766,505	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	766,505	$0.00	0	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Series E Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			819,017	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	819,017	$0.00	0	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			14,693	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	14,693	$0.00	0	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Series E Preferred Stock	⁽¹⁾	11/19/2021		C⁽¹⁾			22,635	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	22,635	$0.00	0	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.
Class B Common Stock	⁽¹²⁾⁽¹³⁾	11/19/2021		J⁽²⁾		5,517,290		⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	5,517,290	$0.00	5,517,290	I⁽³⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Class B Common Stock	⁽¹²⁾⁽¹³⁾	11/19/2021		J⁽²⁾		5,895,292		⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	5,895,292	$0.00	5,895,292	I⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III-B, L.P.
Class B Common Stock	⁽¹²⁾⁽¹³⁾	11/19/2021		J⁽²⁾		924,889		⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	924,889	$0.00	924,889	I⁽⁵⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V, L.P.
Class B Common Stock	⁽¹²⁾⁽¹³⁾	11/19/2021		J⁽²⁾		1,424,796		⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	1,424,796	$0.00	1,424,796	I⁽⁶⁾⁽⁹⁾⁽¹⁰⁾	By ICONIQ Strategic Partners V-B, L.P.

Explanation of Responses:

1. Immediate prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into common stock of the Issuer (the "Common Stock").

2. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

3. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

4. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

5. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

6. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

7. The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").

8. The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

9. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

10. The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.

11. These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

12. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon 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,

13. (Continued from footnote 12), (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.

Remarks:

	/s/ Douglas A. Pepper	11/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.