Jonathan Hyman - Nov 16, 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Signature
/s/ Nathan Jeffries as Attorney-in-Fact
Stock symbol
BRZE
Transactions as of
Nov 16, 2023
Transactions value $
-$2,408,744
Form type
4
Date filed
11/20/2023, 06:51 PM
Previous filing
Nov 17, 2023
Next filing
Dec 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Class A Common Stock Sale -$173K -3.59K -2.69% $48.21 130K Nov 16, 2023 Direct F1, F2, F3
transaction BRZE Class A Common Stock Conversion of derivative security +38.6K +29.72% 168K Nov 17, 2023 Direct F3, F4
transaction BRZE Class A Common Stock Sale -$157K -3.19K -1.89% $49.16 165K Nov 17, 2023 Direct F3, F5, F6
transaction BRZE Class A Common Stock Sale -$1.77M -35.4K -21.42% $50.02 130K Nov 17, 2023 Direct F3, F5, F7
transaction BRZE Class A Common Stock Conversion of derivative security +6.1K +4.7% 136K Nov 20, 2023 Direct F3, F4
transaction BRZE Class A Common Stock Sale -$308K -6.1K -4.49% $50.50 130K Nov 20, 2023 Direct F3, F5, F8

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 -38.6K -2.63% 1.43M Nov 17, 2023 Class A Common Stock 38.6K Direct F4
transaction BRZE Class B Common Stock Conversion of derivative security -6.1K -0.43% 1.42M Nov 20, 2023 Class A Common Stock 6.1K Direct F4
holding BRZE Class B Common Stock 28.6K Nov 16, 2023 Class A Common Stock 28.6K See footnote F4, F9
holding BRZE Class B Common Stock 28.6K Nov 16, 2023 Class A Common Stock 28.6K See footnote F4, F9
* 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 This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16 ,2021 and last modified April 30, 2023, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.21 to $48.64 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.
F3 Of the reported shares, 113,532 shares are represented by restricted stock units.
F4 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.
F5 Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2023.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.63 to $49.62 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 shares sold at each separate price within the range set forth in this footnote.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.63 to $50.29 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.01 to $50.83 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.
F9 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.