Neeraj Agrawal - Dec 12, 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal
Stock symbol
BRZE
Transactions as of
Dec 12, 2023
Transactions value $
$0
Form type
4
Date filed
12/12/2023, 07:23 PM
Previous filing
Nov 21, 2023
Next filing
Jan 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Class A Common Stock Conversion of derivative security +54K +1033.89% 59.2K Dec 12, 2023 By Battery Investment Partners XI, LLC F1, F2
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. F1, F3
transaction BRZE Class A Common Stock Conversion of derivative security +308K +1034.08% 338K Dec 12, 2023 By Battery Ventures XI-B, L.P. F1, F4
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. F1, F5
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. F1, F6
holding BRZE Class A Common Stock 48.4K Dec 12, 2023 Direct F7
holding BRZE Class A Common Stock 43K Dec 12, 2023 By Trust F8, F9
holding BRZE Class A Common Stock 399 Dec 12, 2023 By Trust F10, F11
holding BRZE Class A Common Stock 29.3K Dec 12, 2023 By Battery Investment Partners Select Fund I, L.P. F12
holding BRZE Class A Common Stock 1.4M Dec 12, 2023 By Battery Ventures Select Fund I, L.P. F13

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 F1, F2, F14
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. F1, F3, F14
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. F1, F4, F14
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. F1, F5, F14
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. F1, F6, F14
holding BRZE Class B Common Stock 222K Dec 12, 2023 Class A Common Stock 222K By Battery Investment Partners Select Fund I, L.P. F12, F14
holding BRZE Class B Common Stock 1.14M Dec 12, 2023 Class A Common Stock 1.14M By Battery Ventures Select Fund I, L.P. F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
F2 Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP 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 or for any other purpose.
F3 Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP 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 or for any other purpose.
F4 Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP 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 or for any other purpose.
F5 Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI 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 or for any other purpose.
F6 Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI 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 or for any other purpose.
F7 The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. 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.
F8 The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BIP XI, BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. 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.
F9 Securities are held by the Neeraj Agrawal Irrevocable GST Trust, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F10 The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to a pro rata distribution in kind, effected by ICONIQ Strategic Partners III, L.P. to its limited partners, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person was not required to be reported pursuant to Section 16 by virtue of the exemption from reporting pursuant to Rule 16a-9.
F11 Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F12 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 or for any other purpose.
F13 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 theses 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 or for any other purpose.
F14 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.