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*
Spark Growth Management Partners II, LLC

(Last) (First) (Middle)
137 NEWBURY STREET, FLOOR 8

(Street)
BOSTON MA 02116

(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 J(1) 342,574 D $0.00(1) 0 I See footnote(2)
Common Stock 11/19/2021 J(1) 3,846 D $0.00(1) 0 I See footnote(3)
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 Preferred Stock (4) 11/19/2021 C 87,689 (4) (4) Common Stock 87,689 $0.00(4) 0 I See footnote(2)
Series A Preferred Stock (4) 11/19/2021 C 984 (4) (4) Common Stock 984 $0.00(4) 0 I See footnote(3)
Series A-1 Preferred Stock (4) 11/19/2021 C 118,483 (4) (4) Common Stock 118,483 $0.00(4) 0 I See footnote(2)
Series A-1 Preferred Stock (4) 11/19/2021 C 1,330 (4) (4) Common Stock 1,330 $0.00(4) 0 I See footnote(3)
Series E Preferred Stock (4) 11/19/2021 C 783,961 (4) (4) Common Stock 783,961 $0.00(4) 0 I See footnote(2)
Series E Preferred Stock (4) 11/19/2021 C 8,799 (4) (4) Common Stock 8,799 $0.00(4) 0 I See footnote(3)
Class B Common Stock (5) 11/19/2021 C 990,133 (5) (5) Class A Common Stock 990,133 $0.00(4) 990,133 I See footnote(2)
Class B Common Stock (5) 11/19/2021 C 11,113 (5) (5) Class A Common Stock 11,113 $0.00(4) 11,113 I See footnote(3)
Class B Common Stock (5) 11/19/2021 J(1) 342,574 (5) (5) Class A Common Stock 342,574 $0.00(1) 1,332,707 I See footnote(2)
Class B Common Stock (5) 11/19/2021 J(1) 3,846 (5) (5) Class A Common Stock 3,846 $0.00(1) 14,959 I See footnote(3)
1. Name and Address of Reporting Person*
Spark Growth Management Partners II, LLC

(Last) (First) (Middle)
137 NEWBURY STREET, FLOOR 8

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spark Capital Growth Fund II, L.P.

(Last) (First) (Middle)
137 NEWBURY STREET, FLOOR 8

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spark Capital Growth Founders Fund II, L.P.

(Last) (First) (Middle)
137 NEWBURY STREET, FLOOR 8

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. 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, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7.
2. These shares are held of record by Spark Capital Growth Fund II, L.P. ("Spark Growth II"). Spark Growth Management Partners II, LLC ("SGMP II") is the general partner of Spark Growth II. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet (the "SGMP II Managing Members") are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
3. These shares are held of record by Spark Capital Growth Founders' Fund II, L.P. ("Spark Growth FF II"). SGMP II is the general partner of Spark Growth FF II and the SGMP II Managing Members are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
4. Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.
5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.
Remarks:
Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member 11/23/2021
Spark Capital Growth Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 11/23/2021
Spark Capital Growth Founders' Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 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).
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.