Michael M. Brown - Dec 8, 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown
Stock symbol
BRZE
Transactions as of
Dec 8, 2023
Transactions value $
-$1,054,250
Form type
4
Date filed
12/12/2023, 07:21 PM
Previous filing
Jul 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Class A Common Stock Other $0 -27.5K -84.04% $0.00 5.22K Dec 8, 2023 By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Class A Common Stock Other $0 -593K -84.04% $0.00 113K Dec 8, 2023 By Battery Ventures XI-A, L.P. F3, F4
transaction BRZE Class A Common Stock Other $0 -157K -84.04% $0.00 29.8K Dec 8, 2023 By Battery Ventures XI-B, L.P. F5, F6
transaction BRZE Class A Common Stock Other $0 -616K -84.04% $0.00 117K Dec 8, 2023 By Battery Ventures XI-A Side Fund, L.P. F7, F8
transaction BRZE Class A Common Stock Other $0 -134K -84.04% $0.00 25.4K Dec 8, 2023 By Battery Ventures XI-B Side Fund, L.P. F9, F10
transaction BRZE Class A Common Stock Other $0 +152K $0.00 152K Dec 8, 2023 By Battery Partners XI, LLC F11, F12
transaction BRZE Class A Common Stock Other $0 -152K -100% $0.00* 0 Dec 8, 2023 By Battery Partners XI, LLC F12, F13
transaction BRZE Class A Common Stock Other $0 +152K $0.00 152K Dec 8, 2023 By Battery Partners XI Side Fund, LLC F14, F15
transaction BRZE Class A Common Stock Other $0 -152K -100% $0.00* 0 Dec 8, 2023 By Battery Partners XI Side Fund, LLC F15, F16
transaction BRZE Class A Common Stock Sale -$1.05M -19.8K -100% $53.21 0 Dec 11, 2023 By Trust F17, F18, F19
transaction BRZE Class A Common Stock Conversion of derivative security +54K +1033.89% 59.2K Dec 12, 2023 By Battery Investment Partners XI, LLC F2, F20
transaction BRZE Class A Common Stock Conversion of derivative security +1.17M +1034.06% 1.28M Dec 12, 2023 By Battery Ventures XI-A, L.P. F4, F20
transaction BRZE Class A Common Stock Conversion of derivative security +308K +1034.08% 338K Dec 12, 2023 By Battery Ventures XI-B, L.P. F6, F20
transaction BRZE Class A Common Stock Conversion of derivative security +1.21M +1034.06% 1.33M Dec 12, 2023 By Battery Ventures XI-A Side Fund, L.P. F8, F20
transaction BRZE Class A Common Stock Conversion of derivative security +262K +1034.07% 288K Dec 12, 2023 By Battery Ventures XI-B Side Fund, L.P. F10, F20
holding BRZE Class A Common Stock 29.3K Dec 8, 2023 By Battery Investment Partners Select Fund I, L.P. F21
holding BRZE Class A Common Stock 1.4M Dec 8, 2023 By Battery Ventures Select Fund I, L.P. F22
holding BRZE Class A Common Stock 25.9K Dec 8, 2023 Direct F23, F24
holding BRZE Class A Common Stock 8.86K Dec 8, 2023 By Trust F18, F25
holding BRZE Class A Common Stock 58.3K Dec 8, 2023 Direct F18, F26
holding BRZE Class A Common Stock 7.48K Dec 8, 2023 By Trust F23, F27
holding BRZE Class A Common Stock 45.9K Dec 8, 2023 Direct F18, F28
holding BRZE Class A Common Stock 13.1K Dec 8, 2023 By Trust F18, F29
holding BRZE Class A Common Stock 67.3K Dec 8, 2023 By Trust F23, F30
holding BRZE Class A Common Stock 32.7K Dec 8, 2023 By Trust F18, F31
holding BRZE Class A Common Stock 16.2K Dec 8, 2023 Direct F23, F32
holding BRZE Class A Common Stock 18.6K Dec 8, 2023 By Trust F18, F33

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 Class B Common Stock Conversion of derivative security $0 -54K -25.94% $0.00 154K Dec 12, 2023 Class A Common Stock 54K By Battery Investment Partners XI, LLC F2, F20, F34
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.17M -25.95% $0.00 3.33M Dec 12, 2023 Class A Common Stock 1.17M By Battery Ventures XI-A, L.P. F4, F20, F34
transaction BRZE Class B Common Stock Conversion of derivative security $0 -308K -25.95% $0.00 879K Dec 12, 2023 Class A Common Stock 308K By Battery Ventures XI-B, L.P. F6, F20, F34
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.21M -25.95% $0.00 3.46M Dec 12, 2023 Class A Common Stock 1.21M By Battery Ventures XI-A Side Fund, L.P. F8, F20, F34
transaction BRZE Class B Common Stock Conversion of derivative security $0 -262K -25.95% $0.00 749K Dec 12, 2023 Class A Common Stock 262K By Battery Ventures XI-B Side Fund, L.P. F10, F20, F34
holding BRZE Class B Common Stock 222K Dec 8, 2023 Class A Common Stock 222K By Battery Investment Partners Select Fund I, L.P. F21, F34
holding BRZE Class B Common Stock 1.14M Dec 8, 2023 Class A Common Stock 1.14M By Battery Ventures Select Fund I, L.P. F22, F34
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.
F2 Securities are held by BIP XI. Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F3 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.
F4 Securities are held by 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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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 a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.
F6 Securities are held by 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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F7 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.
F8 Securities are held by BV XI-A SF. Battery Partners XI Side Fund, LLC ("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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F9 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.
F10 Securities are held by 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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F11 Represents receipt of securities in the distributions in kind described in footnotes (3) and (5).
F12 Securities are held by BP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F13 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
F14 Represents receipt of securities in the distributions in kind described in footnotes (7) and (9).
F15 Securities are held by BP XI SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F16 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
F17 The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $53.00 to $53.62 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.
F18 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (1), (13) and (16).
F19 Securities are held by the STAM Family Revocable Living Trust UAD 3/19/13, of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F20 These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
F21 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"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F22 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. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her 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.
F23 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (13) and (16).
F24 Securities are held by Michael M. Brown.
F25 Securities are held by The Michael M. Brown Irrevocable GST Trust of 2013, of which Michael M. Brown is a trustee. Mr. Brown disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F26 Securities are held by Jesse R. Feldman.
F27 Securities are held by The Jesse Feldman Irrevocable Trust of 2016, of which Jesse R. Feldman is a trustee. Mr. Feldman disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F28 Securities are held by Russell L. Fleischer.
F29 Securities are held by The Roger and Clarissa Lee Irrevocable Trust of 2016, of which Roger H. Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F30 Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F31 Securities are held by the Spiller Stoner Family Trust Dated 8/22/13, of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein.
F32 Securities are held by Scott R. Tobin.
F33 Securities are held by The Scott R. Tobin Irrevocable GST Trust of 2013, of which Scott R. Tobin is a trustee. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F34 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:

2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with the Form 4 being filed by Battery Partners XI, LLC and other filing persons.