Battery Partners Select Fund I GP, LLC - Nov 19, 2021 Form 4 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 19, 2021
Transactions value $
$21,125,000
Form type
4
Date filed
11/23/2021, 03:56 PM
Previous filing
Nov 16, 2021
Next filing
Apr 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Conversion of derivative security +7.85M 7.85M Nov 19, 2021 see footnote F1, F2, F3, F4
transaction BRZE Common Stock Conversion of derivative security +7.57M 7.57M Nov 19, 2021 see footnote F1, F4, F5, F6
transaction BRZE Common Stock Conversion of derivative security +222K 222K Nov 19, 2021 see footnote F1, F4, F7
transaction BRZE Common Stock Conversion of derivative security +2.24M 2.24M Nov 19, 2021 see footnote F1, F4, F8
transaction BRZE Common Stock Other -7.85M -100% 0 Nov 19, 2021 see footnote F2, F3, F4, F9
transaction BRZE Common Stock Other -7.57M -100% 0 Nov 19, 2021 see footnote F4, F5, F6, F9
transaction BRZE Common Stock Other -222K -100% 0 Nov 19, 2021 see footnote F4, F7, F9
transaction BRZE Common Stock Other -2.24M -100% 0 Nov 19, 2021 see footnote F4, F8, F9
transaction BRZE Class A Common Stock Conversion of derivative security +1.1M 1.1M Nov 19, 2021 see footnote F4, F8, F10
transaction BRZE Class A Common Stock Purchase $1.9M +29.3K $65.00 29.3K Nov 19, 2021 see footnote F4, F7
transaction BRZE Class A Common Stock Purchase $19.2M +296K +26.89% $65.00 1.4M Nov 19, 2021 see footnote F4, F8

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 -38.8K -100% $0.00* 0 Nov 19, 2021 Common Stock 38.8K see footnote F1, F3, F4, F11
transaction BRZE Series A-1 Preferred-NV Stock Conversion of derivative security $0 -37.4K -100% $0.00* 0 Nov 19, 2021 Common Stock 37.4K see footnote F1, F4, F6, F12
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -159K -100% $0.00* 0 Nov 19, 2021 Common Stock 159K see footnote F1, F4, F7
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -1.61M -100% $0.00* 0 Nov 19, 2021 Common Stock 1.61M see footnote F1, F4, F8
transaction BRZE Series A Preferred-NV Stock Conversion of derivative security $0 -275K -100% $0.00* 0 Nov 19, 2021 Common Stock 275K see footnote F1, F3, F4, F13
transaction BRZE Series A Preferred-NV Stock Conversion of derivative security $0 -265K -100% $0.00* 0 Nov 19, 2021 Common Stock 265K see footnote F1, F4, F6, F14
transaction BRZE Series B Preferred Stock Conversion of derivative security $0 -51.6K -100% $0.00* 0 Nov 19, 2021 Common Stock 51.6K see footnote F1, F4, F7
transaction BRZE Series B Preferred Stock Conversion of derivative security $0 -522K -100% $0.00* 0 Nov 19, 2021 Common Stock 522K see footnote F1, F4, F8
transaction BRZE Series B Preferred-NV Stock Conversion of derivative security $0 -324K -100% $0.00* 0 Nov 19, 2021 Common Stock 324K see footnote F1, F3, F4, F15
transaction BRZE Series B Preferred-NV Stock Conversion of derivative security $0 -313K -100% $0.00* 0 Nov 19, 2021 Common Stock 313K see footnote F1, F4, F6, F16
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -5.35M -100% $0.00* 0 Nov 19, 2021 Common Stock 5.35M see footnote F1, F3, F4, F17
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -5.16M -100% $0.00* 0 Nov 19, 2021 Common Stock 5.16M see footnote F1, F4, F6, F18
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -782K -100% $0.00* 0 Nov 19, 2021 Common Stock 782K see footnote F1, F3, F4, F19
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -754K -100% $0.00* 0 Nov 19, 2021 Common Stock 754K see footnote F1, F4, F6, F20
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -1.08M -100% $0.00* 0 Nov 19, 2021 Common Stock 1.08M see footnote F1, F3, F4, F21
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -1.04M -100% $0.00* 0 Nov 19, 2021 Common Stock 1.04M see footnote F1, F4, F6, F22
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -11K -100% $0.00* 0 Nov 19, 2021 Common Stock 11K see footnote F1, F4, F7
transaction BRZE Series E Preferred Stock Conversion of derivative security $0 -111K -100% $0.00* 0 Nov 19, 2021 Common Stock 111K see footnote F1, F4, F8
transaction BRZE Class B Common Stock Other $0 +7.85M $0.00 7.85M Nov 19, 2021 Class A Common Stock 7.85M see footnote F2, F3, F4, F9, F10
transaction BRZE Class B Common Stock Other $0 +7.57M $0.00 7.57M Nov 19, 2021 Class A Common Stock 7.57M see footnote F4, F5, F6, F9, F10
transaction BRZE Class B Common Stock Other $0 +222K $0.00 222K Nov 19, 2021 Class A Common Stock 222K see footnote F4, F7, F9, F10
transaction BRZE Class B Common Stock Other $0 +2.24M $0.00 2.24M Nov 19, 2021 Class A Common Stock 2.24M see footnote F4, F8, F9, F10
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.1M -49.07% $0.00 1.14M Nov 19, 2021 Class A Common Stock 1.1M see footnote F4, F8, F10
* 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 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 Represents (i) 277,516 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 5,987,707 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 1,582,083 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
F3 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.
F4 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.
F5 Represents (i) 6,220,863 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 1,348,927 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 Represents (i) 1,371 shares held by BIP XI; (ii) 29,580 shares held by BV XI-A; and (iii) 7,816 shares held by BV XI-B.
F12 Represents (i) 30,732 shares held by BV XI-A SF and (ii) 6,664 shares held by BV XI-B SF.
F13 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.
F14 Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
F15 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.
F16 Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
F17 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.
F18 Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
F19 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.
F20 Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
F21 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.
F22 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 4 is being filed in conjunction with Form 4s being filed by Battery Partners XI, LLC and other filing persons and by Michael M. Brown and other filing persons.