Roger H. Lee - 01 Apr 2025 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee
Issuer symbol
BRZE
Transactions as of
01 Apr 2025
Net transactions value
$0
Form type
4
Filing time
14 Apr 2025, 19:49:33 UTC
Previous filing
16 Oct 2024
Next filing
10 Jun 2025

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 +54,000 +1276% 58,233 01 Apr 2025 By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Class A Common Stock Conversion of derivative security +1,165,143 +1276% 1,256,463 01 Apr 2025 By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Class A Common Stock Conversion of derivative security +307,857 +1276% 331,985 01 Apr 2025 By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Class A Common Stock Conversion of derivative security +1,210,511 +1276% 1,305,384 01 Apr 2025 By Battery Ventures XI-A Side Fund, L.P. F1, F5
transaction BRZE Class A Common Stock Conversion of derivative security +262,489 +1276% 283,064 01 Apr 2025 By Battery Ventures XI-B Side Fund, L.P. F1, F6
transaction BRZE Class A Common Stock Other $0 -54,992 -94% $0.000000 3,241 10 Apr 2025 By Battery Investment Partners XI, LLC F2, F7
transaction BRZE Class A Common Stock Other $0 -1,186,500 -94% $0.000000 69,963 10 Apr 2025 By Battery Ventures XI-A, L.P. F3, F8
transaction BRZE Class A Common Stock Other $0 -313,500 -94% $0.000000 18,485 10 Apr 2025 By Battery Ventures XI-B, L.P. F4, F9
transaction BRZE Class A Common Stock Other $0 -1,232,700 -94% $0.000000 72,684 10 Apr 2025 By Battery Ventures XI-A Side Fund, L.P. F5, F10
transaction BRZE Class A Common Stock Other $0 -267,300 -94% $0.000000 15,764 10 Apr 2025 By Battery Ventures XI-B Side Fund, L.P. F6, F11
transaction BRZE Class A Common Stock Other $0 +298,284 $0.000000 298,284 10 Apr 2025 Direct F12, F13
transaction BRZE Class A Common Stock Other $0 -298,284 -100% $0.000000 0 10 Apr 2025 Direct F13, F14
transaction BRZE Class A Common Stock Other $0 +369,104 $0.000000 369,104 10 Apr 2025 By Battery Partners XI Side Fund, LLC F15, F16
transaction BRZE Class A Common Stock Other $0 -369,104 -100% $0.000000 0 10 Apr 2025 By Battery Partners XI Side Fund, LLC F16, F17
holding BRZE Class A Common Stock 29,250 01 Apr 2025 By Battery Investment Partners Select Fund I,L.P. F18
holding BRZE Class A Common Stock 1,395,750 01 Apr 2025 By Battery Ventures Select Fund I,L.P. F19
holding BRZE Class A Common Stock 190,219 01 Apr 2025 Direct F20, F21, F22
holding BRZE Class A Common Stock 59,549 01 Apr 2025 By Trust F20, F21, F23, F24
holding BRZE Class A Common Stock 248,102 01 Apr 2025 Direct F20, F21, F23, F25
holding BRZE Class A Common Stock 28,020 01 Apr 2025 By Trust F20, F21, F26
holding BRZE Class A Common Stock 144,788 01 Apr 2025 Direct F20, F21, F23, F27
holding BRZE Class A Common Stock 139,474 01 Apr 2025 Direct F28
holding BRZE Class A Common Stock 81,417 01 Apr 2025 By Trust F20, F21, F23, F29
holding BRZE Class A Common Stock 17,689 01 Apr 2025 By Trust F20, F21, F30
holding BRZE Class A Common Stock 224,797 01 Apr 2025 By Trust F20, F21, F23, F31
holding BRZE Class A Common Stock 124,975 01 Apr 2025 By Trust F20, F21, F23, F32
holding BRZE Class A Common Stock 102,730 01 Apr 2025 Direct F20, F21, F33
holding BRZE Class A Common Stock 147,037 01 Apr 2025 By Trust F20, F21, F23, F34

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 -54,000 -35% $0.000000 100,137 01 Apr 2025 Class A Common Stock 54,000 By Battery Investment Partners XI, LLC F1, F2, F35
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1,165,143 -35% $0.000000 2,160,494 01 Apr 2025 Class A Common Stock 1,165,143 By Battery Ventures XI-A, L.P. F1, F3, F35
transaction BRZE Class B Common Stock Conversion of derivative security $0 -307,857 -35% $0.000000 570,848 01 Apr 2025 Class A Common Stock 307,857 By Battery Ventures XI-B, L.P. F1, F4, F35
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1,210,511 -35% $0.000000 2,244,625 01 Apr 2025 Class A Common Stock 1,210,511 By Battery Ventures XI-A Side Fund, L.P. F1, F5, F35
transaction BRZE Class B Common Stock Conversion of derivative security $0 -262,489 -35% $0.000000 486,717 01 Apr 2025 Class A Common Stock 262,489 By Battery Ventures XI-B Side Fund, L.P. F1, F6, F35
holding BRZE Class B Common Stock 221,708 01 Apr 2025 Class A Common Stock 221,708 By Battery Investment Partners Select Fund I, L.P. F18, F35
holding BRZE Class B Common Stock 1,141,717 01 Apr 2025 Class A Common Stock 1,141,717 By Battery Ventures Select Fund I, L.P. F19, F35
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Roger H. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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"). 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 Securities are held byBattery 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. 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.
F4 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. 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 Securities are held by Battery Ventures XI-A Side Fund, L.P. ("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.
F6 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. 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.
F7 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BIP XI to its members without additional consideration.
F8 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A to its general partner and limited partners without additional consideration.
F9 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B to its general partner and limited partners without additional consideration.
F10 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A SF to its general partner and limited partners without additional consideration.
F11 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B SF to its general partner and limited partners without additional consideration.
F12 Represents receipt of securities in the distributions in kind described in footnotes (8) and (9).
F13 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.
F14 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
F15 Represents receipt of securities in the distributions in kind described in footnotes (10) and (11).
F16 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.
F17 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
F18 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.
F19 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.
F20 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (14) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.
F21 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (17) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.
F22 Securities are held by Michael M. Brown.
F23 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.
F24 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.
F25 Securities are held by Jesse R. Feldman.
F26 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.
F27 Securities are held by Russell L. Fleischer.
F28 Securities are held by Roger H. Lee.
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 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.
F33 Securities are held by Scott R. Tobin.
F34 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.
F35 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:

This Form 4 is the second of two Forms 4 filed relating to the same event. Combined, the two reports report the holdings for the following Reporting Persons: Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., Battery Investment Partners XI, LLC, Battery Partners XI, LLC, Battery Ventures XI-A Side Fund, L.P., Battery Ventures XI-B Side Fund, L.P., Battery Partners XI Side Fund, LLC, Battery Ventures Select Fund I, L.P., Battery Partners Select Fund I, L.P., Battery Investment Partners Select Fund I, L.P., Battery Partners Select Fund I GP, LLC, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin. This Form 4 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 4 to a maximum of 10 reporting persons.