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

Role
Chief Technology Officer
Signature
/s/ Susan Wiseman, Attorney-in-Fact
Issuer symbol
BRZE
Transactions as of
19 Nov 2021
Net transactions value
$0
Form type
4
Filing time
23 Nov 2021, 15:33:26 UTC
Previous filing
16 Nov 2021
Next filing
25 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Other -1,747,330 -100% 0 19 Nov 2021 Direct F1
transaction BRZE Common Stock Other -28,564 -100% 0 19 Nov 2021 See footnote F1, F2
transaction BRZE Common Stock Other -28,564 -100% 0 19 Nov 2021 See footnote F1, F2

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 Other $0 +1,747,330 $0.000000 1,747,330 19 Nov 2021 Class A Common Stock 1,747,330 Direct F1, F3
transaction BRZE Class B Common Stock Other $0 +28,564 $0.000000 28,564 19 Nov 2021 Class A Common Stock 28,564 See footnote F1, F2, F3
transaction BRZE Class B Common Stock Other $0 +28,564 $0.000000 28,564 19 Nov 2021 Class A Common Stock 28,564 See footnote F1, F2, F3
transaction BRZE Stock Option (Right to Buy) Other $0 -88,449 -100% $0.000000* 0 19 Nov 2021 Common Stock 88,449 $1.64 Direct F1, F4
transaction BRZE Stock Option (Right to Buy) Other $0 +88,449 $0.000000 88,449 19 Nov 2021 Class B Common Stock 88,449 $1.64 Direct F1, F3, F4
transaction BRZE Stock Option (Right to Buy) Other $0 -166,813 -100% $0.000000* 0 19 Nov 2021 Common Stock 166,813 $3.46 Direct F1, F5
transaction BRZE Stock Option (Right to Buy) Other $0 +166,813 $0.000000 166,813 19 Nov 2021 Class B Common Stock 166,813 $3.46 Direct F1, F3, F5
transaction BRZE Stock Option (Right to Buy) Other $0 -150,000 -100% $0.000000* 0 19 Nov 2021 Common Stock 150,000 $35.01 Direct F1, F6
transaction BRZE Stock Option (Right to Buy) Other $0 +150,000 $0.000000 150,000 19 Nov 2021 Class B Common Stock 150,000 $35.01 Direct F1, F3, F6
transaction BRZE Stock Option (Right to Buy) Other $0 -180,000 -100% $0.000000* 0 19 Nov 2021 Common Stock 180,000 $35.01 Direct F1, F7
transaction BRZE Stock Option (Right to Buy) Other $0 +180,000 $0.000000 180,000 19 Nov 2021 Class B Common Stock 180,000 $35.01 Direct F1, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F2 The securities are held by a family trust, of which the reporting person's spouse is the trustee. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
F3 Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of 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, (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.
F4 The original option award was for 231,449 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on February 1, 2018, subject to the Reporting Person's continuous service through such vesting date.
F5 The original option award was for 224,615 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2019, subject to the Reporting Person's continuous service through such vesting date.
F6 One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2022, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.
F7 One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.