0000899243-22-001908.txt : 20220113
0000899243-22-001908.hdr.sgml : 20220113
20220113163032
ACCESSION NUMBER: 0000899243-22-001908
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220111
FILED AS OF DATE: 20220113
DATE AS OF CHANGE: 20220113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pepper Douglas A
CENTRAL INDEX KEY: 0001381839
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22529367
MAIL ADDRESS:
STREET 1: C/O INTERWEST PARTNERS
STREET 2: 2710 SAND HILL ROAD, SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Braze, Inc.
CENTRAL INDEX KEY: 0001676238
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 452505271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: (609) 964-0582
MAIL ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: Appboy, Inc.
DATE OF NAME CHANGE: 20160602
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-01-11
0
0001676238
Braze, Inc.
BRZE
0001381839
Pepper Douglas A
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO
CA
94111
1
0
0
0
Class A Common Stock
2022-01-11
4
C
0
1330664
A
1330664
I
By ICONIQ Strategic Partners III, L.P.
Class A Common Stock
2022-01-11
4
C
0
1421809
A
1421809
I
By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock
144576
I
By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock
180424
I
By ICONIQ Strategic Partners VI-B, L.P.
Class B Common Stock
2022-01-11
4
C
0
1330664
0.00
D
Class A Common Stock
1330664
4186626
I
By ICONIQ Strategic Partners III, L.P.
Class B Common Stock
2022-01-11
4
C
0
1421809
0.00
D
Class A Common Stock
1421809
4473483
I
By ICONIQ Strategic Partners III-B, L.P.
Class B Common Stock
Class A Common Stock
924889
924889
I
By ICONIQ Strategic Partners V, L.P.
Class B Common Stock
Class A Common Stock
1424796
1424796
I
By ICONIQ Strategic Partners V-B, L.P.
On January 11, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,330,664 shares of the Issuer's Class B Common Stock into 1,330,664 shares of the Issuer's Class A Common Stock.
These shares of Class A Common Stock remain subject to a lock-up agreement with the underwriters of the Issuer's initial public offering.
The shares are held by ICONIQ III.
On January 11, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,421,809 shares of the Issuer's Class B Common Stock into 1,421,809 shares of the Issuer's Class A Common Stock.
The shares are held by ICONIQ III-B.
The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI 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 each of ICONIQ V Parent GP and ICONIQ VI Parent GP.
The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person 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 his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.
Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one-to-one basis, upon the following: (1) the death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of this offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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.
/s/ Douglas A. Pepper
2022-01-13