Meritech Capital Associates V L.L.C. - 16 Nov 2021 Form 3 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
Meritech Capital Associates V L.L.C. /s/ Joel Backman, Attorney-in-fact
Issuer symbol
BRZE
Transactions as of
16 Nov 2021
Net transactions value
$0
Form type
3
Filing time
11 Mar 2022, 12:38:26 UTC
Next filing
11 Mar 2022
SEC
View on sec.gov

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
holding BRZE Series A-1 Preferred-NV Stock 16 Nov 2021 Common Stock 73,215 See footnote F1, F2, F3
holding BRZE Series A-1 Preferred-NV Stock 16 Nov 2021 Common Stock 1,957 See footnote F1, F2, F4
holding BRZE Series A-1 Preferred-NV Stock 16 Nov 2021 Common Stock 990 See footnote F1, F2, F5
holding BRZE Series A-1 Preferred Stock 16 Nov 2021 Common Stock 332,568 See footnote F1, F2, F6
holding BRZE Series A-1 Preferred Stock 16 Nov 2021 Common Stock 9,688 See footnote F1, F2, F7
holding BRZE Series A Preferred Stock 16 Nov 2021 Common Stock 1,058,056 See footnote F1, F2, F6
holding BRZE Series A Preferred Stock 16 Nov 2021 Common Stock 30,816 See footnote F1, F2, F7
holding BRZE Series A Preferred-NV Stock 16 Nov 2021 Common Stock 519,587 See footnote F1, F2, F3
holding BRZE Series A Preferred-NV Stock 16 Nov 2021 Common Stock 13,891 See footnote F1, F2, F4
holding BRZE Series A Preferred-NV Stock 16 Nov 2021 Common Stock 7,027 See footnote F1, F2, F5
holding BRZE Series C Preferred Stock 16 Nov 2021 Common Stock 46,176 See footnote F1, F2, F6
holding BRZE Series C Preferred Stock 16 Nov 2021 Common Stock 1,344 See footnote F1, F2, F7
holding BRZE Series E Preferred Stock 16 Nov 2021 Common Stock 1,797,428 See footnote F1, F2, F6
holding BRZE Series E Preferred Stock 16 Nov 2021 Common Stock 770,326 See footnote F1, F2, F8
holding BRZE Series E Preferred Stock 16 Nov 2021 Common Stock 74,784 See footnote F1, F2, F7
* 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-1 Preferred Stock, Series A Preferred Stock, Series A Preferred Stock-NV, Series C Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
F2 Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.
F3 Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof"), Craig Sherman ("Sherman"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton"), the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCP VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
F4 Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCA VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
F5 Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCE VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCE VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCE VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
F6 Shares are held by Meritech Capital Partners V L.P. ("MCP V"). Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
F7 Shares are held by Meritech Capital Affiliates V L.P. ("MCA V"). GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
F8 Shares are held by Meritech Capital Partners V Sidecar L.P. ("MCS V"). GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

Remarks:

This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P., Meritech Capital Entrepreneurs VI L.P., Paul S. Madera, Robert D. Ward, George H. Bischof, Craig Sherman, Max Motschwiller, Alexander Kurland and Alex Clayton. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.