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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2023

4. 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 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)
Class A Common Stock	12/08/2023		J⁽¹⁾		27,495	D	$0.00	5,223	I	By Battery Investment Partners XI, LLC⁽²⁾
Class A Common Stock	12/08/2023		J⁽³⁾		593,250	D	$0.00	112,677	I	By Battery Ventures XI-A, L.P.⁽⁴⁾
Class A Common Stock	12/08/2023		J⁽⁵⁾		156,750	D	$0.00	29,771	I	By Battery Ventures XI-B, L.P.⁽⁶⁾
Class A Common Stock	12/08/2023		J⁽⁷⁾		616,351	D	$0.00	117,064	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁸⁾
Class A Common Stock	12/08/2023		J⁽⁹⁾		133,649	D	$0.00	25,384	I	By Battery Ventures XI-B Side Fund, L.P.⁽¹⁰⁾
Class A Common Stock	12/08/2023		J⁽¹¹⁾		152,151	A	$0.00	152,151	I	By Battery Partners XI, LLC⁽¹²⁾
Class A Common Stock	12/08/2023		J⁽¹³⁾		152,151	D	$0.00	0	I	By Battery Partners XI, LLC⁽¹²⁾
Class A Common Stock	12/08/2023		J⁽¹⁴⁾		152,151	A	$0.00	152,151	I	By Battery Partners XI Side Fund, LLC⁽¹⁵⁾
Class A Common Stock	12/08/2023		J⁽¹⁶⁾		152,151	D	$0.00	0	I	By Battery Partners XI Side Fund, LLC⁽¹⁵⁾
Class A Common Stock	12/11/2023		S		19,813	D	$53.21⁽¹⁷⁾	0⁽¹⁸⁾	I	By Trust⁽¹⁹⁾
Class A Common Stock	12/12/2023		C		54,000	A	⁽²⁰⁾	59,223	I	By Battery Investment Partners XI, LLC⁽²⁾
Class A Common Stock	12/12/2023		C		1,165,143	A	⁽²⁰⁾	1,277,820	I	By Battery Ventures XI-A, L.P.⁽⁴⁾
Class A Common Stock	12/12/2023		C		307,857	A	⁽²⁰⁾	337,628	I	By Battery Ventures XI-B, L.P.⁽⁶⁾
Class A Common Stock	12/12/2023		C		1,210,511	A	⁽²⁰⁾	1,327,575	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁸⁾
Class A Common Stock	12/12/2023		C		262,489	A	⁽²⁰⁾	287,873	I	By Battery Ventures XI-B Side Fund, L.P.⁽¹⁰⁾
Class A Common Stock								29,250	I	By Battery Investment Partners Select Fund I, L.P.⁽²¹⁾
Class A Common Stock								1,395,750	I	By Battery Ventures Select Fund I, L.P.⁽²²⁾
Class A Common Stock								25,850⁽²³⁾	D⁽²⁴⁾
Class A Common Stock								8,861⁽¹⁸⁾	I	By Trust⁽²⁵⁾
Class A Common Stock								58,330⁽¹⁸⁾	D⁽²⁶⁾
Class A Common Stock								7,476⁽²³⁾	I	By Trust⁽²⁷⁾
Class A Common Stock								45,850⁽¹⁸⁾	D⁽²⁸⁾
Class A Common Stock								13,073⁽¹⁸⁾	I	By Trust⁽²⁹⁾
Class A Common Stock								67,284⁽²³⁾	I	By Trust⁽³⁰⁾
Class A Common Stock								32,737⁽¹⁸⁾	I	By Trust⁽³¹⁾
Class A Common Stock								16,156⁽²³⁾	D⁽³²⁾
Class A Common Stock								18,555⁽¹⁸⁾	I	By Trust⁽³³⁾

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)
Class B Common Stock	⁽²⁰⁾	12/12/2023		C			54,000	⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	54,000	$0.00⁽³⁴⁾	154,137	I	By Battery Investment Partners XI, LLC⁽²⁾
Class B Common Stock	⁽²⁰⁾	12/12/2023		C			1,165,143	⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	1,165,143	$0.00⁽³⁴⁾	3,325,637	I	By Battery Ventures XI-A, L.P.⁽⁴⁾
Class B Common Stock	⁽²⁰⁾	12/12/2023		C			307,857	⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	307,857	$0.00⁽³⁴⁾	878,705	I	By Battery Ventures XI-B, L.P.⁽⁶⁾
Class B Common Stock	⁽²⁰⁾	12/12/2023		C			1,210,511	⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	1,210,511	$0.00⁽³⁴⁾	3,455,136	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁸⁾
Class B Common Stock	⁽²⁰⁾	12/12/2023		C			262,489	⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	262,489	$0.00⁽³⁴⁾	749,206	I	By Battery Ventures XI-B Side Fund, L.P.⁽¹⁰⁾
Class B Common Stock	⁽³⁴⁾							⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	221,708		221,708	I	By Battery Investment Partners Select Fund I, L.P.⁽²¹⁾
Class B Common Stock	⁽³⁴⁾							⁽³⁴⁾	⁽³⁴⁾	Class A Common Stock	1,141,717		1,141,717	I	By Battery Ventures Select Fund I, L.P.⁽²²⁾

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(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^*

Feldman Jesse

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(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^*

FLEISCHER RUSSELL L

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(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^*

Lee Roger H

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.

2. Securities are held by BIP XI. Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.

4. Securities are held by BV XI-A. BP XI is the general partner of BV XI-A and may be deemed to beneficially own the securities held by BV XI-A. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.

6. Securities are held by BV XI-B. BP XI is the general partner of BV XI-B and may be deemed to beneficially own the securities held by BV XI-B. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

7. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.

8. Securities are held by BV XI-A SF. Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the securities held by BV XI-A SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

9. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.

10. Securities are held by BV XI-B SF. BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the securities held by BV XI-B SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

11. Represents receipt of securities in the distributions in kind described in footnotes (3) and (5).

12. Securities are held by BP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.

14. Represents receipt of securities in the distributions in kind described in footnotes (7) and (9).

15. Securities are held by BP XI SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

16. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.

17. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $53.00 to $53.62 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

18. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (1), (13) and (16).

19. Securities are held by the STAM Family Revocable Living Trust UAD 3/19/13, of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

20. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

21. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

22. Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.

23. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (13) and (16).

24. Securities are held by Michael M. Brown.

25. Securities are held by The Michael M. Brown Irrevocable GST Trust of 2013, of which Michael M. Brown is a trustee. Mr. Brown disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

26. Securities are held by Jesse R. Feldman.

27. Securities are held by The Jesse Feldman Irrevocable Trust of 2016, of which Jesse R. Feldman is a trustee. Mr. Feldman disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

28. Securities are held by Russell L. Fleischer.

29. Securities are held by The Roger and Clarissa Lee Irrevocable Trust of 2016, of which Roger H. Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

30. Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

31. Securities are held by the Spiller Stoner Family Trust Dated 8/22/13, of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein.

32. Securities are held by Scott R. Tobin.

33. Securities are held by The Scott R. Tobin Irrevocable GST Trust of 2013, of which Scott R. Tobin is a trustee. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

34. 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.

Remarks:

2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with the Form 4 being filed by Battery Partners XI, LLC and other filing persons.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown	12/12/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse R. Feldman	12/12/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer	12/12/2023
	/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee	12/12/2023
	** Signature of Reporting Person	Date
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