Douglas A. Pepper - Mar 23, 2022 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: Director
Signature: /s/ Douglas A. Pepper
Stock symbol: BRZE
Transactions as of: Mar 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/25/2022, 04:15 PM
Previous filing: Jan 13, 2022
Next filing: Apr 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRZE	Class A Common Stock	Conversion of derivative security		+2M	+150%		3.33M	Mar 23, 2022	By ICONIQ Strategic Partners III, L.P.	F1, F2, F3, F10, F11
transaction	BRZE	Class A Common Stock	Conversion of derivative security		+2.13M	+150%		3.55M	Mar 23, 2022	By ICONIQ Strategic Partners III-B, L.P.	F2, F4, F5, F10, F11
holding	BRZE	Class A Common Stock						145K	Mar 23, 2022	By ICONIQ Strategic Partners VI, L.P.	F6, F10, F11
holding	BRZE	Class A Common Stock						180K	Mar 23, 2022	By ICONIQ Strategic Partners VI-B, L.P.	F7, F10, F11

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	Class B Common Stock	Conversion of derivative security	$0	-2M	-47.67%	$0.00	2.19M	Mar 23, 2022	Class A Common Stock	2M		By ICONIQ Strategic Partners III, L.P.	F1, F3, F10, F11, F12
transaction	BRZE	Class B Common Stock	Conversion of derivative security	$0	-2.13M	-47.67%	$0.00	2.34M	Mar 23, 2022	Class A Common Stock	2.13M		By ICONIQ Strategic Partners III-B, L.P.	F4, F5, F10, F11, F12
holding	BRZE	Class B Common Stock						925K	Mar 23, 2022	Class A Common Stock	925K		By ICONIQ Strategic Partners V, L.P.	F8, F10, F11, F12
holding	BRZE	Class B Common Stock						1.42M	Mar 23, 2022	Class A Common Stock	1.42M		By ICONIQ Strategic Partners V-B, L.P.	F9, F10, F11, F12

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

Explanation of Responses:

Id	Content
F1	On March 23, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,995,966 shares of the Issuer's Class B Common Stock into 1,995,966 shares of the Issuer's Class A Common Stock.
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.
F3	The shares are held by ICONIQ III.
F4	On March 23, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 2,132,714 shares of the Issuer's Class B Common Stock into 2,132,714 shares of the Issuer's Class A Common Stock.
F5	The shares are held by ICONIQ III-B.
F6	The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F7	The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F8	The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F9	The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
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.
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.
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.