Spark Growth Management Partners II, LLC - Nov 19, 2021 Form 4 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 19, 2021
Transactions value $
$0
Form type
4
Date filed
11/23/2021, 04:06 PM
Previous filing
Nov 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Other $0 -343K -100% $0.00* 0 Nov 19, 2021 See footnote F1, F2
transaction BRZE Common Stock Other $0 -3.85K -100% $0.00* 0 Nov 19, 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
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -87.7K -100% $0.00* 0 Nov 19, 2021 Common Stock 87.7K See footnote F2, F4
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -984 -100% $0.00* 0 Nov 19, 2021 Common Stock 984 See footnote F3, F4
transaction BRZE Series A-1 Preferred Stock Conversion of derivative security $0 -118K -100% $0.00* 0 Nov 19, 2021 Common Stock 118K See footnote F2, F4
transaction BRZE Series A-1 Preferred Stock Conversion of derivative security $0 -1.33K -100% $0.00* 0 Nov 19, 2021 Common Stock 1.33K See footnote F3, F4
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -784K -100% $0.00* 0 Nov 19, 2021 Common Stock 784K See footnote F2, F4
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -8.8K -100% $0.00* 0 Nov 19, 2021 Common Stock 8.8K See footnote F3, F4
transaction BRZE Class B Common Stock Conversion of derivative security $0 +990K $0.00 990K Nov 19, 2021 Class A Common Stock 990K See footnote F2, F4, F5
transaction BRZE Class B Common Stock Conversion of derivative security $0 +11.1K $0.00 11.1K Nov 19, 2021 Class A Common Stock 11.1K See footnote F3, F4, F5
transaction BRZE Class B Common Stock Other $0 +343K +34.6% $0.00 1.33M Nov 19, 2021 Class A Common Stock 343K See footnote F1, F2, F5
transaction BRZE Class B Common Stock Other $0 +3.85K +34.61% $0.00 15K Nov 19, 2021 Class A Common Stock 3.85K See footnote F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
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.
F4 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.
F5 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.