Myles Kleeger - 06 Jul 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
Pres & CCO
Signature
/s/ Susan Wiseman, Attorney-in-Fact
Issuer symbol
BRZE
Transactions as of
06 Jul 2023
Net transactions value
-$2,795,142
Form type
4
Filing time
10 Jul 2023, 16:11:09 UTC
Previous filing
17 May 2023
Next filing
13 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 Conversion of derivative security +60,000 +29% 266,629 06 Jul 2023 Direct F1, F2
transaction BRZE Class A Common Stock Sale $2,806,575 -68,403 -26% $41.03 198,226 06 Jul 2023 Direct F2, F3, F4
transaction BRZE Class A Common Stock Sale $4,167 -100 -0.05% $41.67 198,126 06 Jul 2023 Direct F2, F3, F5

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 Stock Option (Right to Buy) Options Exercise $0 -60,000 -33% $0.000000 122,448 06 Jul 2023 Class B Common Stock 60,000 $0.2600 Direct F1, F6
transaction BRZE Class B Common Stock Options Exercise $15,600 +60,000 +7.6% $0.2600* 846,033 06 Jul 2023 Class A Common Stock 60,000 Direct F1
transaction BRZE Class B Common Stock Conversion of derivative security $0 -60,000 -7.1% $0.000000 786,033 06 Jul 2023 Class A Common Stock 60,000 Direct F1
holding BRZE Class B Common Stock 111,111 06 Jul 2023 Class A Common Stock 111,111 See footnote F1, F7
holding BRZE Class B Common Stock 111,111 06 Jul 2023 Class A Common Stock 111,111 See footnote F1, F7
holding BRZE Class B Common Stock 146,883 06 Jul 2023 Class A Common Stock 146,883 See footnote F1, F8
holding BRZE Class B Common Stock 19,784 06 Jul 2023 Class A Common Stock 19,784 See footnote F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 Of the reported shares, 198,126 shares are represented by restricted stock units.
F3 Shares were sold pursuant to a Rule 10b5-1 trading plan.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.42 to $41.39 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 shares sold at each separate price within the range set forth in this footnote.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.59 to $41.68 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 shares sold at each separate price within the range set forth in this footnote.
F6 This award is fully vested.
F7 The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
F8 The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The change in total shares reflects a change in form of ownership, which was exempt from reporting pursuant to Rule 16a-13.