InterWest Management Partners X, LLC - Nov 19, 2021 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Management Partners X, LLC
Stock symbol
BRZE
Transactions as of
Nov 19, 2021
Transactions value $
-$69,404,600
Form type
4
Date filed
11/23/2021, 04:00 PM
Previous filing
Nov 16, 2021
Next filing
Feb 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Conversion of derivative security +4.52M 4.52M Nov 19, 2021 By InterWest Partners X, L.P. F1, F2
transaction BRZE Common Stock Other -4.52M -100% 0 Nov 19, 2021 By InterWest Partners X, L.P. F2, F3
transaction BRZE Class A Common Stock Conversion of derivative security +1.13M 1.13M Nov 19, 2021 By InterWest Partners X, L.P. F2, F4
transaction BRZE Class A Common Stock Sale -$69.4M -1.13M -100% $61.42 0 Nov 19, 2021 By InterWest Partners X, L.P. 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 Series B Preferred Stock Conversion of derivative security $0 -2.82M -100% $0.00* 0 Nov 19, 2021 Common Stock 2.82M By InterWest Partners X, L.P. F1, F2
transaction BRZE Series C Preferred Stock Conversion of derivative security $0 -1.6M -100% $0.00* 0 Nov 19, 2021 Common Stock 1.6M By InterWest Partners X, L.P. F1, F2
transaction BRZE Series D Preferred Stock Conversion of derivative security $0 -96K -100% $0.00* 0 Nov 19, 2021 Common Stock 96K By InterWest Partners X, L.P. F1, F2
transaction BRZE Class B Common Stock Other $0 +4.52M $0.00 4.52M Nov 19, 2021 Class A Common Stock 4.52M By InterWest Partners X, L.P. F2, F3, F4
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.13M -24.98% $0.00 3.39M Nov 19, 2021 Class A Common Stock 1.13M By InterWest Partners X, L.P. F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B Preferred Stock, Series C Preferred Stock and Series D 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 InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
F3 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.
F4 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.