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*
InterWest Management Partners X, LLC

(Last) (First) (Middle)
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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)
11/19/2021
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
Common Stock 11/19/2021 C 4,524,219 A (1) 4,524,219 I By InterWest Partners X, L.P.(2)
Common Stock 11/19/2021 J(3) 4,524,219 D (3) 0 I By InterWest Partners X, L.P.(2)
Class A Common Stock 11/19/2021 C 1,130,000 A (4) 1,130,000 I By InterWest Partners X, L.P.(2)
Class A Common Stock 11/19/2021 S 1,130,000 D $61.42 0 I By InterWest Partners X, L.P.(2)
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
Series B Preferred Stock (1) 11/19/2021 C 2,824,395 (1) (1) Common Stock 2,824,395 $0.00 0 I By InterWest Partners X, L.P.(2)
Series C Preferred Stock (1) 11/19/2021 C 1,603,848 (1) (1) Common Stock 1,603,848 $0.00 0 I By InterWest Partners X, L.P.(2)
Series D Preferred Stock (1) 11/19/2021 C 95,976 (1) (1) Common Stock 95,976 $0.00 0 I By InterWest Partners X, L.P.(2)
Class B Common Stock (4) 11/19/2021 J(3) 4,524,219 (4) (4) Class A Common Stock 4,524,219 $0.00 4,524,219 I By InterWest Partners X, L.P.(2)
Class B Common Stock (4) 11/19/2021 C 1,130,000 (4) (4) Class A Common Stock 1,130,000 $0.00 3,394,219 I By InterWest Partners X, L.P.
1. Name and Address of Reporting Person*
InterWest Management Partners X, LLC

(Last) (First) (Middle)
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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*
INTERWEST PARTNERS X LP

(Last) (First) (Middle)
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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*
Kliman Gilbert H

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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*
NASR KHALED

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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*
Desai Keval

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201

(Street)
LOS ALTOS CA 94022

(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. Each share of Series B Preferred Stock, Series C Preferred Stock and Series D 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.
2. The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
3. 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.
4. 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:
/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Management Partners X, LLC 11/23/2021
/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Partners X, LP 11/22/2021
/s/ Karen A. Wilson, as Attorney-in-Fact for Gilbert H. Kliman 11/22/2021
/s/ Karen A. Wilson, as Attorney-in-Fact for Khalad A. Nasr 11/22/2021
/s/ Karen A. Wilson, as Attorney-in-Fact for Keval Desai 11/22/2021
** 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.