Douglas A. Pepper - Jun 12, 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: Director
Signature: /s/ Douglas A. Pepper
Stock symbol: BRZE
Transactions as of: Jun 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/14/2023, 04:30 PM
Previous filing: Apr 6, 2023
Next filing: Sep 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRZE	Class A Common Stock	Other		-483K	-17%		2.36M	Jun 12, 2023	By ICONIQ Strategic Partners III, L.P.	F1, F2, F7, F8
transaction	BRZE	Class A Common Stock	Other		-517K	-17%		2.52M	Jun 12, 2023	By ICONIQ Strategic Partners III-B, L.P.	F3, F4, F7, F8
holding	BRZE	Class A Common Stock						753K	Jun 12, 2023	By ICONIQ Strategic Partners VI, L.P.	F5, F7, F8
holding	BRZE	Class A Common Stock						1.04M	Jun 12, 2023	By ICONIQ Strategic Partners VI-B, L.P.	F6, F7, F8
holding	BRZE	Class A Common Stock						70.7K	Jun 12, 2023	Direct	F9

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

Explanation of Responses:

Id	Content
F1	On June 12, 2023, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 483,439 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2	The shares are held by ICONIQ III.
F3	On June 12, 2023, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") distributed, for no consideration, in the aggregate 516,561 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
F4	The shares are held by ICONIQ III-B.
F5	The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
F6	The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
F7	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 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 are the sole equity holders of ICONIQ VI Parent GP.
F8	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 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.
F9	The shares are held by the Reporting Person through a family trust of which the Reporting Person serves as trustee. Includes an aggregate of 4,099 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (3) above. The Reporting Person disclaims beneficial ownership of the shares held by the trust for purposes of Section 16 of 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.