SC 13G/A

NAME OF REPORTING PERSONS

InterWest Partners X, LP (“IWP X”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California

0001193125-23-032081.txt : 20230210 0001193125-23-032081.hdr.sgml : 20230210 20230210130054 ACCESSION NUMBER: 0001193125-23-032081 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230210 DATE AS OF CHANGE: 20230210 GROUP MEMBERS: GILBERT H. KLIMAN (A MANAGING DIRECTOR OF INTERWEST MANAGEMENT PARTNERS X, LLC) GROUP MEMBERS: INTERWEST MANAGEMENT PARTNERS X, LLC (THE GENERAL PARTNER OF INTERWEST PARTNERS X, LP) GROUP MEMBERS: KEVAL DESAI (A VENTURE MEMBER OF INTERWEST MANAGEMENT PARTNERS X, LLC) GROUP MEMBERS: KHALED A. NASR (A VENTURE MEMBER OF INTERWEST MANAGEMENT PARTNERS X, LLC) SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93095 FILM NUMBER: 23610049 BUSINESS ADDRESS: STREET 1: 330 WEST 34TH STREET, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (609) 964-0585 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST PARTNERS X LP CENTRAL INDEX KEY: 0001443898 IRS NUMBER: 263131621 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 467 FIRST STREET SUITE 201 CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 467 FIRST STREET SUITE 201 CITY: LOS ALTOS STATE: CA ZIP: 94022 SC 13G/A 1 d410507dsc13ga.htm SC 13G/A SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO 1)*

Braze, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

10576N 10 2

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 2 of 9 Pages

(1)

Based on 57,009,059 shares of the Issuer’s Class A and 38,697,345 shares of the Issuer’s Class B common stock, each with a par value of $0.0001 per share, outstanding as of December 6, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2022.

Page 2 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 3 of 9 Pages

(1)

Page 3 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 4 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Keval Desai that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

Page 4 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 5 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

Page 5 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 6 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

Page 6 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 7 of 9 Pages

ITEM 1.

(a)

NAME OF ISSUER: Braze, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

330 West 34^th Street, Floor 18, New York, NY 10001

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners X, LP (“IWP X”)

InterWest Management Partners X, LLC (“IMP X”)

Keval Desai (“Desai”)

Gilbert H. Kliman (“Kliman”)

Khaled A. Nasr (“Nasr”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

467 First Street, Suite 201, Los Altos, CA 94022

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:


IWP X:		California
IMP X:		California
Desai:		United States
Kliman:		United States
Nasr:		United States

(d)

TITLE OF CLASS OF SECURITIES: Class A Common Stock

(e)

CUSIP NUMBER: 10576N 10 2

ITEM 3. NOT APPLICABLE.

Page 7 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 8 of 9 Pages

ITEM 4. OWNERSHIP.


	IWP X			IMP X (1)			Desai (2)			Kliman (2)			Nasr (2)
Beneficial Ownership		0			0			21,763			10,000			19,093
Percentage of Class (3)		0	%		0	%		0.04	%		0.02	%		0.03	%
Sole Voting Power		0			0			21,763			10,000			19,093
Shared Voting Power		0			0			0			0			0
Sole Dispositive Power		0			0			21,763			10,000			19,093
Shared Dispositive Power		0			0			0			0			0

(1)

IMP X is the general partner of IWP X.

(2)

Kliman is a Managing Director of IMP X. Desai and Nasr are Venture Members of IMP X. The Managing Directors and Venture Members of IMP X share voting and investment control over shares held by IWP X.

(3)

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP X, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

Page 8 of 9 Pages


Cusip No. 10576N 10 2		13G		Page 9 of 9 Pages

ITEM 10. CERTIFICATION.

n/a

EXHIBITS

Joint Filing Statement attached as Exhibit A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2023


INTERWEST PARTNERS X, LP
By:		InterWest Management Partners X, LLC, its General Partner

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

INTERWEST MANAGEMENT PARTNERS X, LLC

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

By:		/s/ Keval Desai by Karen A. Wilson, Power of Attorney
Name:		Keval Desai

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:		Gilbert H. Kliman

By:		/s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney
Name:		Khaled A. Nasr

Page 9 of 9 Pages

EX-99.A 2 d410507dex99a.htm EX-99.A EX-99.A

EXHIBIT A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Date: February 10, 2023


INTERWEST PARTNERS X, LP
By:		InterWest Management Partners X, LLC, its General Partner

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

INTERWEST MANAGEMENT PARTNERS X, LLC

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

By:		/s/ Keval Desai by Karen A. Wilson, Power of Attorney
Name:		Keval Desai

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:		Gilbert H. Kliman

By:		/s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney
Name:		Khaled A. Nasr