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

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, 03:43 PM
Previous filing
Nov 16, 2021
Next filing
Nov 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Conversion of derivative security +278K 278K Nov 19, 2021 By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Common Stock Conversion of derivative security +5.99M 5.99M Nov 19, 2021 By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Common Stock Conversion of derivative security +1.58M 1.58M Nov 19, 2021 By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Common Stock Other -278K -100% 0 Nov 19, 2021 By Battery Investment Partners XI, LLC F2, F5
transaction BRZE Common Stock Other -5.99M -100% 0 Nov 19, 2021 By Battery Ventures XI-A, L.P. F3, F5
transaction BRZE Common Stock Other -1.58M -100% 0 Nov 19, 2021 By Battery Ventures XI-B, L.P. F4, F5

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 Series A-1 Preferred-NV Stock Conversion of derivative security $0 -1.37K -100% $0.00* 0 Nov 19, 2021 Common Stock 1.37K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series A-1 Preferred-NV Stock Conversion of derivative security $0 -29.6K -100% $0.00* 0 Nov 19, 2021 Common Stock 29.6K By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series A-1 Preferred-NV Stock Conversion of derivative security $0 -7.82K -100% $0.00* 0 Nov 19, 2021 Common Stock 7.82K By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Series A Preferred-NV Stock Conversion of derivative security $0 -9.73K -100% $0.00* 0 Nov 19, 2021 Common Stock 9.73K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series A Preferred-NV Stock Conversion of derivative security $0 -210K -100% $0.00* 0 Nov 19, 2021 Common Stock 210K By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series A Preferred-NV Stock Conversion of derivative security $0 -55.5K -100% $0.00* 0 Nov 19, 2021 Common Stock 55.5K By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Series B Preferred-NV Stock Conversion of derivative security $0 -11.5K -100% $0.00* 0 Nov 19, 2021 Common Stock 11.5K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series B Preferred-NV Stock Conversion of derivative security $0 -247K -100% $0.00* 0 Nov 19, 2021 Common Stock 247K By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series B Preferred-NV Stock Conversion of derivative security $0 -65.3K -100% $0.00* 0 Nov 19, 2021 Common Stock 65.3K By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -189K -100% $0.00* 0 Nov 19, 2021 Common Stock 189K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -4.08M -100% $0.00* 0 Nov 19, 2021 Common Stock 4.08M By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -1.08M -100% $0.00* 0 Nov 19, 2021 Common Stock 1.08M By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -27.6K -100% $0.00* 0 Nov 19, 2021 Common Stock 27.6K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -596K -100% $0.00* 0 Nov 19, 2021 Common Stock 596K By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -158K -100% $0.00* 0 Nov 19, 2021 Common Stock 158K By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -38.1K -100% $0.00* 0 Nov 19, 2021 Common Stock 38.1K By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -821K -100% $0.00* 0 Nov 19, 2021 Common Stock 821K By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -217K -100% $0.00* 0 Nov 19, 2021 Common Stock 217K By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Class B Common Stock Other $0 +278K $0.00 278K Nov 19, 2021 Class A Common Stock 278K By Battery Investment Partners XI, LLC F2, F5, F6
transaction BRZE Class B Common Stock Other $0 +5.99M $0.00 5.99M Nov 19, 2021 Class A Common Stock 5.99M By Battery Ventures XI-A, L.P. F3, F5, F6
transaction BRZE Class B Common Stock Other $0 +1.58M $0.00 1.58M Nov 19, 2021 Class A Common Stock 1.58M By Battery Ventures XI-B, L.P. F4, F5, F6
* 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-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.
F2 The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
F3 The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
F4 The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
F5 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.
F6 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.

Remarks:

This Form 4 is the first of two Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into two filings to cover all transactions of the Reporting Person, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 lines.