0000899243-23-018838.txt : 20230913 0000899243-23-018838.hdr.sgml : 20230913 20230913163011 ACCESSION NUMBER: 0000899243-23-018838 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Griffith William J.G. CENTRAL INDEX KEY: 0001688124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253018 MAIL ADDRESS: STREET 1: 21300 VICTORY BLVD. STREET 2: 12TH FLOOR CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III, L.P. CENTRAL INDEX KEY: 0001678064 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253023 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-937-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III-B, L.P. CENTRAL INDEX KEY: 0001678109 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253022 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-937-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III TT GP, Ltd. CENTRAL INDEX KEY: 0001788796 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253020 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Makan Divesh CENTRAL INDEX KEY: 0001688143 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253019 MAIL ADDRESS: STREET 1: C/O ICONIQ CAPITAL STREET 2: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III GP, L.P. CENTRAL INDEX KEY: 0001766963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253021 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobson Matthew CENTRAL INDEX KEY: 0001783518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 231253017 MAIL ADDRESS: STREET 1: C/O DATADOG, INC. STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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) 964-0585 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 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-11 0 0001676238 Braze, Inc. BRZE 0001678064 ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001678109 ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001766963 ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001788796 ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 0 0 1 0 0 Class A Common Stock 2023-09-11 4 J 0 483439 D 1876293 D Class A Common Stock 2023-09-11 4 J 0 516561 D 2004840 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 752506 I By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 1036124 I By ICONIQ Strategic Partners VI-B, L.P. Class A Common Stock 285199 I By Divesh Makan Class A Common Stock 285355 I By William J.G.Griffith Class A Common Stock 144026 I By Matthew Jacobson On September 11, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 483,439 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held by ICONIQ III. ICONIQ III GP is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("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 VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("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 ICONIQ VI Parent GP. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On September 11, 2023, ICONIQ III-B distributed, for no consideration, in the aggregate 516,561 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ III-B. The shares are held by ICONIQ VI. The shares are held by ICONIQ VI-B. The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 95,067 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. Makan disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 95,118 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. Griffith disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 48,009 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. Jacobson disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-09-13 ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-09-13 ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-09-13 ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2023-09-13 /s/ Divesh Makan 2023-09-13 /s/ William J.G. Griffith 2023-09-13 /s/ Matthew Jacobson 2023-09-13