SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL, 394

PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	293,148	D⁽²⁾⁽⁶⁾⁽⁷⁾
Common Stock⁽¹⁾	313,231	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	348,940	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	372,847	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	294,274	⁽⁸⁾	I⁽⁴⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V, L.P.
Series A Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	453,327	⁽⁸⁾	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V-B, L.P.
Series A Preferred Stock-NV	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	261,301	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock-NV	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	279,203	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A-1 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	198,575	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series A-1 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	212,180	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A-1 Preferred Stock-NV	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	36,820	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series A-1 Preferred Stock-NV	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	39,343	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series B Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	615,922	⁽⁸⁾	I⁽⁴⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V, L.P.
Series B Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	948,834	⁽⁸⁾	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V-B, L.P.
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	11,487	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	12,273	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	3,600,514	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	3,847,198	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	766,505	⁽⁸⁾	D⁽²⁾⁽⁶⁾⁽⁷⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	819,017	⁽⁸⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	14,693	⁽⁸⁾	I⁽⁴⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V, L.P.
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	22,635	⁽⁸⁾	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	By ICONIQ Strategic Partners V-B, L.P.

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL, 394

PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares 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") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class B Common Stock on a one-for-one basis (the "Reclassification"). Following the Reclassification, each share of Class B Common Stock will be convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.

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

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

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

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

6. 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. 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 ICONIQ V Parent GP.

7. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

8. These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date.

Remarks:

	ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners V, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners V-B, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	11/16/2021
	/s/ Divesh Makan	11/16/2021
	/s/ William J.G. Griffith	11/16/2021
	** 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 5 (b)(v).
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