SEC FORM 4

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^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

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)

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2021		C		6,220,863	A	⁽¹⁾	6,220,863	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Common Stock	11/19/2021		C		1,348,927	A	⁽¹⁾	1,348,927	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Common Stock	11/19/2021		C		221,708	A	⁽¹⁾	221,708	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Common Stock	11/19/2021		C		2,241,717	A	⁽¹⁾	2,241,717	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Common Stock	11/19/2021		J⁽⁶⁾		6,220,863	D	⁽⁶⁾	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Common Stock	11/19/2021		J⁽⁶⁾		1,348,927	D	⁽⁶⁾	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Common Stock	11/19/2021		J⁽⁶⁾		221,708	D	⁽⁶⁾	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Common Stock	11/19/2021		J⁽⁶⁾		2,241,717	D	⁽⁶⁾	0	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Class A Common Stock	11/19/2021		C		1,100,000	A	⁽⁷⁾	1,100,000	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Class A Common Stock	11/19/2021		P		29,250	A	$65	29,250	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Class A Common Stock	11/19/2021		P		295,750	A	$65	1,395,750	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred-NV Stock	⁽¹⁾	11/19/2021		C			30,732	⁽¹⁾	⁽¹⁾	Common Stock	30,732	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	11/19/2021		C			6,664	⁽¹⁾	⁽¹⁾	Common Stock	6,664	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁾	11/19/2021		C			159,150	⁽¹⁾	⁽¹⁾	Common Stock	159,150	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	11/19/2021		C			1,609,187	⁽¹⁾	⁽¹⁾	Common Stock	1,609,187	$0.00	0	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Series A Preferred-NV Stock	⁽¹⁾	11/19/2021		C			218,095	⁽¹⁾	⁽¹⁾	Common Stock	218,095	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series A Preferred-NV Stock	⁽¹⁾	11/19/2021		C			47,292	⁽¹⁾	⁽¹⁾	Common Stock	47,292	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/19/2021		C			51,586	⁽¹⁾	⁽¹⁾	Common Stock	51,586	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	11/19/2021		C			521,585	⁽¹⁾	⁽¹⁾	Common Stock	521,585	$0.00	0	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Series B Preferred-NV Stock	⁽¹⁾	11/19/2021		C			256,897	⁽¹⁾	⁽¹⁾	Common Stock	256,897	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series B Preferred-NV Stock	⁽¹⁾	11/19/2021		C			55,706	⁽¹⁾	⁽¹⁾	Common Stock	55,706	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	11/19/2021		C			4,242,496	⁽¹⁾	⁽¹⁾	Common Stock	4,242,496	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	11/19/2021		C			919,936	⁽¹⁾	⁽¹⁾	Common Stock	919,936	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/19/2021		C			619,624	⁽¹⁾	⁽¹⁾	Common Stock	619,624	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	11/19/2021		C			134,360	⁽¹⁾	⁽¹⁾	Common Stock	134,360	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			853,019	⁽¹⁾	⁽¹⁾	Common Stock	853,019	$0.00	0	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			184,969	⁽¹⁾	⁽¹⁾	Common Stock	184,969	$0.00	0	I	By Battery Ventures XI-B Side Fund, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			10,972	⁽¹⁾	⁽¹⁾	Common Stock	10,972	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			110,945	⁽¹⁾	⁽¹⁾	Common Stock	110,945	$0.00	0	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Class B Common Stock	⁽⁷⁾	11/19/2021		J⁽⁶⁾		6,220,863		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,220,863	$0.00	6,220,863	I	By Battery Ventures XI-A Side Fund, L.P.⁽²⁾
Class B Common Stock	⁽⁷⁾	11/19/2021		J⁽⁶⁾		1,348,927		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,348,927	$0.00	1,348,927	I	By Battery Ventures XI-B Side Fund, L.P.⁽³⁾
Class B Common Stock	⁽⁷⁾	11/19/2021		J⁽⁶⁾		221,708		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	221,708	$0.00	221,708	I	By Battery Investment Partners Select Fund I, L.P.⁽⁴⁾
Class B Common Stock	⁽⁷⁾	11/19/2021		J⁽⁶⁾		2,241,717		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,241,717	$0.00	2,241,717	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾
Class B Common Stock	⁽⁷⁾	11/19/2021		C			1,100,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,100,000	$0.00	1,141,717	I	By Battery Ventures Select Fund I, L.P.⁽⁵⁾

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. The reported securities are owned directly by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). BP XI SF's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

3. The reported securities are owned directly by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

4. The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

5. The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

6. 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.

7. 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:

This Form 4 is the second of two Form 3s being filed by the Reporting Person relating to the same event. The Form 4 has been split into two filings to cover all transactions of the Reporting Person, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 lines.

	/s/ Susan Wiseman, Attorney-in-Fact	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).
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