Spark Growth Management Partners II, LLC - Nov 16, 2021 Form 3 Insider Report for Braze, Inc. (BRZE)

Role: 10%+ Owner
Signature: Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member
Stock symbol: BRZE
Transactions as of: Nov 16, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/16/2021, 07:30 PM
Next filing: Nov 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BRZE	Common Stock						343K	Nov 16, 2021	See footnote	F1, F2
holding	BRZE	Common Stock						3.85K	Nov 16, 2021	See footnote	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BRZE	Series A Preferred Stock							Nov 16, 2021	Common Stock	87.7K		See footnote	F1, F2
holding	BRZE	Series A Preferred Stock							Nov 16, 2021	Common Stock	984		See footnote	F1, F3
holding	BRZE	Series A-1 Preferred Stock							Nov 16, 2021	Common Stock	118K		See footnote	F1, F2
holding	BRZE	Series A-1 Preferred Stock							Nov 16, 2021	Common Stock	1.33K		See footnote	F1, F3
holding	BRZE	Series E Preferred Stock							Nov 16, 2021	Common Stock	784K		See footnote	F1, F2
holding	BRZE	Series E Preferred Stock							Nov 16, 2021	Common Stock	8.8K		See footnote	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All shares of the preferred stock, par value $0.0001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The preferred stock has no expiration date.
F2	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.
F3	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.