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*
BROWN MICHAEL MAURICE

(Last) (First) (Middle)
ONE MARINA PARK DRIVE, SUITE 1100

(Street)
BOSTON MA 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)
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 7,847,306 A (1) 7,847,306 I see footnote(2)(3)(4)
Common Stock 11/19/2021 C 7,569,790 A (1) 7,569,790 I see footnote(4)(5)(6)
Common Stock 11/19/2021 C 221,708 A (1) 221,708 I see footnote(4)(7)
Common Stock 11/19/2021 C 2,241,717 A (1) 2,241,717 I see footnote(4)(8)
Common Stock 11/19/2021 J(9) 7,847,306 D (9) 0 I see footnote(2)(3)(4)
Common Stock 11/19/2021 J(9) 7,569,790 D (9) 0 I see footnote(4)(5)(6)
Common Stock 11/19/2021 J(9) 221,708 D (9) 0 I see footnote(4)(7)
Common Stock 11/19/2021 J(9) 2,241,717 D (9) 0 I see footnote(4)(8)
Class A Common Stock 11/19/2021 C 1,100,000 A (10) 1,100,000 I see footnote(4)(8)
Class A Common Stock 11/19/2021 P 29,250 A $65 29,250 I see footnote(4)(7)
Class A Common Stock 11/19/2021 P 295,750 A $65 1,395,750 I see footnote(4)(8)
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 A-1 Preferred-NV Stock (1) 11/19/2021 C 38,767 (1) (1) Common Stock 38,767 $0.00 0 I see footnote(3)(4)(11)
Series A-1 Preferred-NV Stock (1) 11/19/2021 C 37,396 (1) (1) Common Stock 37,396 $0.00 0 I see footnote(4)(6)(12)
Series A Preferred Stock (1) 11/19/2021 C 159,150 (1) (1) Common Stock 159,150 $0.00 0 I see footnote(4)(7)
Series A Preferred Stock (1) 11/19/2021 C 1,609,187 (1) (1) Common Stock 1,609,187 $0.00 0 I see footnote(4)(8)
Series A Preferred-NV Stock (1) 11/19/2021 C 275,116 (1) (1) Common Stock 275,116 $0.00 0 I see footnote(3)(4)(13)
Series A Preferred-NV Stock (1) 11/19/2021 C 265,387 (1) (1) Common Stock 265,387 $0.00 0 I see footnote(4)(6)(14)
Series B Preferred Stock (1) 11/19/2021 C 51,586 (1) (1) Common Stock 51,586 $0.00 0 I see footnote(4)(7)
Series B Preferred Stock (1) 11/19/2021 C 521,585 (1) (1) Common Stock 521,585 $0.00 0 I see footnote(4)(8)
Series B Preferred-NV Stock (1) 11/19/2021 C 324,063 (1) (1) Common Stock 324,063 $0.00 0 I see footnote(3)(4)(15)
Series B Preferred-NV Stock (1) 11/19/2021 C 312,603 (1) (1) Common Stock 312,603 $0.00 0 I see footnote(4)(6)(16)
Series C Preferred Stock (1) 11/19/2021 C 5,351,696 (1) (1) Common Stock 5,351,696 $0.00 0 I see footnote(3)(4)(17)
Series C Preferred Stock (1) 11/19/2021 C 5,162,432 (1) (1) Common Stock 5,162,432 $0.00 0 I see footnote(4)(6)(18)
Series D Preferred Stock (1) 11/19/2021 C 781,624 (1) (1) Common Stock 781,624 $0.00 0 I see footnote(3)(4)(19)
Series D Preferred Stock (1) 11/19/2021 C 753,984 (1) (1) Common Stock 753,984 $0.00 0 I see footnote(4)(6)(20)
Series E Preferred Stock (1) 11/19/2021 C 1,076,040 (1) (1) Common Stock 1,076,040 $0.00 0 I see footnote(3)(4)(21)
Series E Preferred Stock (1) 11/19/2021 C 1,037,988 (1) (1) Common Stock 1,037,988 $0.00 0 I see footnote(4)(6)(22)
Series E Preferred Stock (1) 11/19/2021 C 10,972 (1) (1) Common Stock 10,972 $0.00 0 I see footnote(4)(7)
Series E Preferred Stock (1) 11/19/2021 C 110,945 (1) (1) Common Stock 110,945 $0.00 0 I see footnote(4)(8)
Class B Common Stock (10) 11/19/2021 J(9) 7,847,306 (10) (10) Class A Common Stock 7,847,306 $0.00 7,847,306 I see footnote(2)(3)(4)
Class B Common Stock (10) 11/19/2021 J(9) 7,569,790 (10) (10) Class A Common Stock 7,569,790 $0.00 7,569,790 I see footnote(4)(5)(6)
Class B Common Stock (10) 11/19/2021 J(9) 221,708 (10) (10) Class A Common Stock 221,708 $0.00 221,708 I see footnote(4)(7)
Class B Common Stock (10) 11/19/2021 J(9) 2,241,717 (10) (10) Class A Common Stock 2,241,717 $0.00 2,241,717 I see footnote(4)(8)
Class B Common Stock (10) 11/19/2021 C 1,100,000 (10) (10) Class A Common Stock 1,100,000 $0.00 1,141,717 I see footnote(4)(8)
1. Name and Address of Reporting Person*
BROWN MICHAEL MAURICE

(Last) (First) (Middle)
ONE MARINA PARK DRIVE, SUITE 1100

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elhafed Morad

(Last) (First) (Middle)
ONE MARINA PARK DRIVE, SUITE 1100

(Street)
BOSTON MA 02210

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E 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. Represents (i) 277,516 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 5,987,707 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 1,582,083 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
3. Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.
4. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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 (i) 6,220,863 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 1,348,927 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
6. Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.
7. Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.
8. Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.
9. 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.
10. 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.
11. Represents (i) 1,371 shares held by BIP XI; (ii) 29,580 shares held by BV XI-A; and (iii) 7,816 shares held by BV XI-B.
12. Represents (i) 30,732 shares held by BV XI-A SF and (ii) 6,664 shares held by BV XI-B SF.
13. Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.
14. Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
15. Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.
16. Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
17. Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.
18. Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
19. Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.
20. Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
21. Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.
22. Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.
Remarks:
3 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with Form 4s being filed by Battery Partners XI, LLC and other filing persons and by Battery Partners Select Fund I GP, LLC and other filing persons.
/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 11/23/2021
/s/ Christopher Schiavo, as Attorney-in-Fact for Morad Elhafed 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).
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