Jonathan Hyman - 15 Nov 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
Chief Technology Officer
Signature
/s/ Nathan Jeffries as Attorney-in-Fact
Issuer symbol
BRZE
Transactions as of
15 Nov 2023
Net transactions value
-$842,131
Form type
4
Filing time
17 Nov 2023, 17:38:48 UTC
Previous filing
27 Oct 2023
Next filing
20 Nov 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 +16,809 +13% 150,233 15 Nov 2023 Direct F1, F2
transaction BRZE Class A Common Stock Sale $842,131 -16,809 -11% $50.10 133,424 15 Nov 2023 Direct F2, F3, F4

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 -16,809 -1.1% 1,466,368 15 Nov 2023 Class A Common Stock 16,809 Direct F1
holding BRZE Class B Common Stock 28,564 15 Nov 2023 Class A Common Stock 28,564 See footnote F1, F5
holding BRZE Class B Common Stock 28,564 15 Nov 2023 Class A Common Stock 28,564 See footnote F1, F5
* 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, 122,265 shares are represented by restricted stock units.
F3 Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.28 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 securities are held by a family trust, of which the reporting person's spouse is the trustee. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.