Battery Partners Select Fund I GP, LLC - Nov 16, 2021 Form 3 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners Select Fund I GP, LLC
Stock symbol
BRZE
Transactions as of
Nov 16, 2021
Transactions value $
$0
Form type
3
Date filed
11/16/2021, 07:21 PM
Previous filing
Sep 21, 2021
Next filing
Nov 23, 2021

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
holding BRZE Series A-1 Preferred-NV Stock Nov 16, 2021 Common Stock 38.8K see footnote F1, F2, F3, F4, F5
holding BRZE Series A-1 Preferred-NV Stock Nov 16, 2021 Common Stock 37.4K see footnote F1, F2, F5, F6, F7
holding BRZE Series A Preferred Stock Nov 16, 2021 Common Stock 159K see footnote F1, F2, F5, F8
holding BRZE Series A Preferred Stock Nov 16, 2021 Common Stock 1.61M see footnote F1, F2, F5, F9
holding BRZE Series A Preferred-NV Stock Nov 16, 2021 Common Stock 275K see footnote F1, F2, F4, F5, F10
holding BRZE Series A Preferred-NV Stock Nov 16, 2021 Common Stock 265K see footnote F1, F2, F5, F7, F11
holding BRZE Series B Preferred Stock Nov 16, 2021 Common Stock 51.6K see footnote F1, F2, F5, F8
holding BRZE Series B Preferred Stock Nov 16, 2021 Common Stock 522K see footnote F1, F2, F5, F9
holding BRZE Series B Preferred-NV Stock Nov 16, 2021 Common Stock 324K see footnote F1, F2, F4, F5, F12
holding BRZE Series B Preferred-NV Stock Nov 16, 2021 Common Stock 313K see footnote F1, F2, F5, F7, F13
holding BRZE Series C Preferred Stock Nov 16, 2021 Common Stock 5.35M see footnote F1, F2, F4, F5, F14
holding BRZE Series C Preferred Stock Nov 16, 2021 Common Stock 5.16M see footnote F1, F2, F5, F7, F15
holding BRZE Series D Preferred Stock Nov 16, 2021 Common Stock 782K see footnote F1, F2, F4, F5, F16
holding BRZE Series D Preferred Stock Nov 16, 2021 Common Stock 754K see footnote F1, F2, F5, F7, F17
holding BRZE Series E Preferred Stock Nov 16, 2021 Common Stock 1.08M see footnote F1, F2, F4, F5, F18
holding BRZE Series E Preferred Stock Nov 16, 2021 Common Stock 1.04M see footnote F1, F2, F5, F7, F19
holding BRZE Series E Preferred Stock Nov 16, 2021 Common Stock 11K see footnote F1, F2, F5, F8
holding BRZE Series E Preferred Stock Nov 16, 2021 Common Stock 111K see footnote F1, F2, F5, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
F2 Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.
F3 Represents (i) 1,371 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 29,580 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 7,816 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
F4 Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.
F5 Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
F6 Represents (i) 30,732 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 6,664 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
F7 Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.
F8 Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.
F9 Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.
F10 Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.
F11 Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
F12 Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.
F13 Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
F14 Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.
F15 Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
F16 Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.
F17 Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
F18 Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.
F19 Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.

Remarks:

2 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with Form 3s being filed by Battery Partners XI, LLC and other filing persons and by Michael M. Brown and other filing persons.