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).
1. Name and Address of Reporting Person*
Meritech Capital Associates VI L.L.C.

(Last) (First) (Middle)
245 LYTTON AVE
SUITE 125

(Street)
PALO ALTO CA 94301

(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)
01/02/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/02/2022 C 3,234,228 A $0.00(1) 3,234,228 I See footnote(2)
Class A Common Stock 01/02/2022 C 116,632 A $0.00(1) 116,632 I See footnote(3)
Class A Common Stock 01/02/2022 C 770,326 A $0.00(1) 770,326 I See footnote(4)
Class A Common Stock 01/02/2022 C 592,802 A $0.00(1) 592,802 I See footnote(5)
Class A Common Stock 01/02/2022 C 15,848 A $0.00(1) 15,848 I See footnote(6)
Class A Common Stock 01/02/2022 C 8,017 A $0.00(1) 8,017 I See footnote(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 01/02/2022 C 3,234,228 (1) (1) Class A Common Stock 3,234,228 $0.00(1) 0 I See footnote(2)
Class B Common Stock (1) 01/02/2022 C 116,632 (1) (1) Class A Common Stock 116,632 $0.00(1) 0 I See footnote(3)
Class B Common Stock (1) 01/02/2022 C 770,326 (1) (1) Class A Common Stock 770,326 $0.00(1) 0 I See footnote(4)
Class B Common Stock (1) 01/02/2022 C 592,802 (1) (1) Class A Common Stock 592,802 $0.00(1) 0 I See footnote(5)
Class B Common Stock (1) 01/02/2022 C 15,848 (1) (1) Class A Common Stock 15,848 $0.00(1) 0 I See footnote(6)
Class B Common Stock (1) 01/02/2022 C 8,017 (1) (1) Class A Common Stock 8,017 $0.00(1) 0 I See footnote(7)
1. Name and Address of Reporting Person*
Meritech Capital Associates VI L.L.C.

(Last) (First) (Middle)
245 LYTTON AVE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bischof George

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clayton Alexander

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kurland Alexander

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MADERA PAUL S

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Motschwiller Max

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherman Craig

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ward Rob

(Last) (First) (Middle)
245 LYTTON AVENUE
SUITE 125

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer.
2. Shares are held by Meritech Capital Partners V L.P. ("MCP V"). Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof") and Craig Sherman ("Sherman"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton") are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
3. Shares are held by Meritech Capital Affiliates V L.P. ("MCA V"). GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
4. Shares are held by Meritech Capital Partners V Sidecar L.P. ("MCS V"). GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
5. Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCP VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
6. Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCA VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
7. Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCE VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCE VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCE VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
Remarks:
This Form 4 is one of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P., Meritech Capital Entrepreneurs VI L.P., Paul S. Madera, Robert D. Ward, George H. Bischof, Craig Sherman, Max Motschwiller, Alexander Kurland and Alex Clayton. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.
Meritech Capital Associates VI L.L.C. /s/ Joel Backman, Attorney-in-fact 03/11/2022
/s/ Joel Backman, Attorney-in-fact for George H. Bischof 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Alex Clayton 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Alexander Kurland 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Paul S. Madera 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Max Motschwiller 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Craig Sherman 03/11/2022
/s/ Joel Backman, Attorney-in-fact for Robert D. Ward 03/11/2022
** 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).
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