Michael M. Brown - 13 Apr 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: 10%+ Owner
Signature: /s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown
Issuer symbol: BRZE
Transactions as of: 13 Apr 2023
Net transactions value: -$1,497,953
Form type: 4
Filing time: 14 Apr 2023, 18:23:40 UTC
Previous filing: 14 Feb 2023
Next filing: 03 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRZE	Class A Common Stock	Sale	$211,950	-6,232	-18%	$34.01	27,727	13 Apr 2023	Direct	F1
transaction	BRZE	Class A Common Stock	Sale	$809,376	-24,858	-90%	$32.56	2,869	14 Apr 2023	Direct	F2
transaction	BRZE	Class A Common Stock	Sale	$95,279	-2,869	-100%	$33.21	0	14 Apr 2023	Direct	F3
transaction	BRZE	Class A Common Stock	Sale	$341,196	-10,479	-90%	$32.56	1,209	14 Apr 2023	By Trust	F1, F2, F4, F5
transaction	BRZE	Class A Common Stock	Sale	$40,151	-1,209	-100%	$33.21	0	14 Apr 2023	By Trust	F3, F5
holding	BRZE	Class A Common Stock						32,718	13 Apr 2023	By Battery Investment Partners XI, LLC	F6
holding	BRZE	Class A Common Stock						705,927	13 Apr 2023	By Battery Ventures XI-A, L.P.	F7
holding	BRZE	Class A Common Stock						186,521	13 Apr 2023	By Battery Ventures XI-B, L.P.	F8
holding	BRZE	Class A Common Stock						733,415	13 Apr 2023	By Battery Ventures XI-A Side Fund, L.P.	F9
holding	BRZE	Class A Common Stock						159,033	13 Apr 2023	By Battery Ventures XI-B Side Fund, L.P.	F10
holding	BRZE	Class A Common Stock						29,250	13 Apr 2023	By Battery Investment Partners Select Fund I, L.P.	F11
holding	BRZE	Class A Common Stock						1,395,750	13 Apr 2023	By Battery Ventures Select Fund I, L.P.	F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities held by the Reporting Person prior to the transactions reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of Battery Partners XI, LLC ("BP XI") and Battery Partners XI Side Fund, LLC ("BP XI SF") to its members for no additional consideration, including the Reporting Person. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
F2	The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $32.10 to $33.09 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F3	The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $33.10 to $33.52 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
F4	The securities held by the Reporting Person prior to the transactions reported herein reflect the receipt of securities pursuant to a pro rata distribution in kind, effected by Battery Investment Partners XI, LLC ("BIP XI") to its members for no additional consideration, including the Reporting Person. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
F5	Securities are held by The Michael M. Brown Irrevocable GST Trust of 2013, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F6	Securities are held by BIP XI. BP XI is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F7	Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the securities held by BV XI-A. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F8	Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the securities held by BV XI-B. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F9	Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). BP XI SF is the general partner of BV XI-A SF and may be deemed to beneficially own the securities held by BV XI-A SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F10	Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the securities held by BV XI-B SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F11	Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.
F12	Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. 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 of for any other purpose.