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

Role
Chief Technology Officer
Signature
/s/ Susan Wiseman, Attorney-in-Fact
Stock symbol
BRZE
Transactions as of
Nov 19, 2021
Transactions value $
$0
Form type
4
Date filed
11/23/2021, 03:33 PM
Previous filing
Nov 16, 2021
Next filing
Feb 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Other -1.75M -100% 0 Nov 19, 2021 Direct F1
transaction BRZE Common Stock Other -28.6K -100% 0 Nov 19, 2021 See footnote F1, F2
transaction BRZE Common Stock Other -28.6K -100% 0 Nov 19, 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 +1.75M $0.00 1.75M Nov 19, 2021 Class A Common Stock 1.75M Direct F1, F3
transaction BRZE Class B Common Stock Other $0 +28.6K $0.00 28.6K Nov 19, 2021 Class A Common Stock 28.6K See footnote F1, F2, F3
transaction BRZE Class B Common Stock Other $0 +28.6K $0.00 28.6K Nov 19, 2021 Class A Common Stock 28.6K See footnote F1, F2, F3
transaction BRZE Stock Option (Right to Buy) Other $0 -88.4K -100% $0.00* 0 Nov 19, 2021 Common Stock 88.4K $1.64 Direct F1, F4
transaction BRZE Stock Option (Right to Buy) Other $0 +88.4K $0.00 88.4K Nov 19, 2021 Class B Common Stock 88.4K $1.64 Direct F1, F3, F4
transaction BRZE Stock Option (Right to Buy) Other $0 -167K -100% $0.00* 0 Nov 19, 2021 Common Stock 167K $3.46 Direct F1, F5
transaction BRZE Stock Option (Right to Buy) Other $0 +167K $0.00 167K Nov 19, 2021 Class B Common Stock 167K $3.46 Direct F1, F3, F5
transaction BRZE Stock Option (Right to Buy) Other $0 -150K -100% $0.00* 0 Nov 19, 2021 Common Stock 150K $35.01 Direct F1, F6
transaction BRZE Stock Option (Right to Buy) Other $0 +150K $0.00 150K Nov 19, 2021 Class B Common Stock 150K $35.01 Direct F1, F3, F6
transaction BRZE Stock Option (Right to Buy) Other $0 -180K -100% $0.00* 0 Nov 19, 2021 Common Stock 180K $35.01 Direct F1, F7
transaction BRZE Stock Option (Right to Buy) Other $0 +180K $0.00 180K Nov 19, 2021 Class B Common Stock 180K $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.