Matthew Jacobson - Nov 19, 2021 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
Director, 10%+ Owner
Signature
/s/ Matthew Jacobson
Stock symbol
BRZE
Transactions as of
Nov 19, 2021
Transactions value $
$21,125,000
Form type
4
Date filed
11/23/2021, 05:01 PM
Previous filing
Nov 16, 2021
Next filing
Dec 13, 2021
SEC
View on sec.gov

Transactions Table

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 -349K -100% $0.00* 0 Nov 19, 2021 Common Stock 349K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -373K -100% $0.00* 0 Nov 19, 2021 Common Stock 373K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -294K -100% $0.00* 0 Nov 19, 2021 Common Stock 294K By ICONIQ Strategic Partners V, L.P. F1, F2, F5, F9, F10
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -453K -100% $0.00* 0 Nov 19, 2021 Common Stock 453K By ICONIQ Strategic Partners V-B, L.P. F1, F2, F6, F9, F10
transaction BRZE Series A Preferred Stock-NV Conversion of derivative security $0 -261K -100% $0.00* 0 Nov 19, 2021 Common Stock 261K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series A Preferred Stock-NV Conversion of derivative security $0 -279K -100% $0.00* 0 Nov 19, 2021 Common Stock 279K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series A-1 Preferred Stock Conversion of derivative security $0 -199K -100% $0.00* 0 Nov 19, 2021 Common Stock 199K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series A-1 Preferred Stock Conversion of derivative security $0 -212K -100% $0.00* 0 Nov 19, 2021 Common Stock 212K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series A-1 Preferred Stock-NV Conversion of derivative security $0 -36.8K -100% $0.00* 0 Nov 19, 2021 Common Stock 36.8K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series A-1 Preferred Stock-NV Conversion of derivative security $0 -39.3K -100% $0.00* 0 Nov 19, 2021 Common Stock 39.3K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series B Preferred Stock Conversion of derivative security $0 -616K -100% $0.00* 0 Nov 19, 2021 Common Stock 616K By ICONIQ Strategic Partners V, L.P. F1, F2, F5, F9, F10
transaction BRZE Series B Preferred Stock Conversion of derivative security $0 -949K -100% $0.00* 0 Nov 19, 2021 Common Stock 949K By ICONIQ Strategic Partners V-B, L.P. F1, F2, F6, F9, F10
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -11.5K -100% $0.00* 0 Nov 19, 2021 Common Stock 11.5K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -12.3K -100% $0.00* 0 Nov 19, 2021 Common Stock 12.3K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -3.6M -100% $0.00* 0 Nov 19, 2021 Common Stock 3.6M By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -3.85M -100% $0.00* 0 Nov 19, 2021 Common Stock 3.85M By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -767K -100% $0.00* 0 Nov 19, 2021 Common Stock 767K By ICONIQ Strategic Partners III, L.P. F1, F2, F3, F9, F10
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -819K -100% $0.00* 0 Nov 19, 2021 Common Stock 819K By ICONIQ Strategic Partners III-B, L.P. F1, F2, F4, F9, F10
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -14.7K -100% $0.00* 0 Nov 19, 2021 Common Stock 14.7K By ICONIQ Strategic Partners V, L.P. F1, F2, F5, F9, F10
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -22.6K -100% $0.00* 0 Nov 19, 2021 Common Stock 22.6K By ICONIQ Strategic Partners V-B, L.P. F1, F2, F6, F9, F10
transaction BRZE Class B Common Stock Other $0 +5.52M $0.00 5.52M Nov 19, 2021 Class A Common Stock 5.52M By ICONIQ Strategic Partners III, L.P. F2, F3, F9, F10, F12, F13
transaction BRZE Class B Common Stock Other $0 +5.9M $0.00 5.9M Nov 19, 2021 Class A Common Stock 5.9M By ICONIQ Strategic Partners III-B, L.P. F2, F4, F9, F10, F12, F13
transaction BRZE Class B Common Stock Other $0 +925K $0.00 925K Nov 19, 2021 Class A Common Stock 925K By ICONIQ Strategic Partners V, L.P. F2, F5, F9, F10, F12, F13
transaction BRZE Class B Common Stock Other $0 +1.42M $0.00 1.42M Nov 19, 2021 Class A Common Stock 1.42M By ICONIQ Strategic Partners V-B, L.P. F2, F6, F9, F10, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediate prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into common stock of the Issuer (the "Common Stock").
F2 Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F3 The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
F4 The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
F5 The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F6 The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F7 The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F8 The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F9 ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and 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 V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and 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 the Reporting Person are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.
F10 The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F11 These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.
F12 Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon 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,
F13 Continued from Footnote 12: (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.