Douglas A. Pepper - 11 Jan 2022 Form 4 Insider Report for Braze, Inc. (BRZE)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
13 Jan 2022, 15:30:32 UTC
Prior SEC filing
23 Nov 2021
Next SEC filing
25 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Douglas A. Pepper

Key filing fact

Douglas A. Pepper filed Form 4 for Braze, Inc. (BRZE) on 13 Jan 2022.

Key facts

  • This page summarizes Douglas A. Pepper's Form 4 filing for Braze, Inc. (BRZE).
  • 4 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 13 Jan 2022, 15:30.

Change

  • Previous filing in this sequence was filed on 23 Nov 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,330,664
Change %
Price
Shares after
1,330,664
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners III, L.P.
Footnotes
F1, F2, F3, F10, F11
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,421,809
Change %
Price
Shares after
1,421,809
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners III-B, L.P.
Footnotes
F2, F4, F5, F10, F11
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
144,576
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners VI, L.P.
Footnotes
F6, F10, F11
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
180,424
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners VI-B, L.P.
Footnotes
F7, F10, F11

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,330,664
Change %
-24%
Price
$0.000000
Shares after
4,186,626
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners III, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,330,664
Exercise price
Footnotes
F1, F3, F10, F11, F12
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,421,809
Change %
-24%
Price
$0.000000
Shares after
4,473,483
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners III-B, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,421,809
Exercise price
Footnotes
F4, F5, F10, F11, F12
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
924,889
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners V, L.P.
Underlying class
Class A Common Stock
Underlying amount
924,889
Exercise price
Footnotes
F8, F10, F11, F12
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,424,796
Date
11 Jan 2022
Ownership
By ICONIQ Strategic Partners V-B, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,424,796
Exercise price
Footnotes
F9, F10, F11, F12
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 12 footnotes

Footnote F1

On January 11, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,330,664 shares of the Issuer's Class B Common Stock into 1,330,664 shares of the Issuer's Class A Common Stock.

Footnote F2

These shares of Class A Common Stock remain subject to a lock-up agreement with the underwriters of the Issuer's initial public offering.

Footnote F3

The shares are held by ICONIQ III.

Footnote F4

On January 11, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,421,809 shares of the Issuer's Class B Common Stock into 1,421,809 shares of the Issuer's Class A Common Stock.

Footnote F5

The shares are held by ICONIQ III-B.

Footnote F6

The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").

Footnote F7

The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

Footnote F8

The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

Footnote F9

The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

Footnote F10

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 Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

Footnote F11

The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. 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, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.

Footnote 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 death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of this offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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.

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