MCG7 Capital Inc. - Nov 19, 2021 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
10%+ Owner
Signature
MCG7 Capital Inc., by /s/ Jacob Horowitz, Director
Stock symbol
BRZE
Transactions as of
Nov 19, 2021
Transactions value $
$0
Form type
4
Date filed
11/23/2021, 03:52 PM
Previous filing
Nov 16, 2021
Next filing
Apr 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Common Stock Conversion of derivative security +634K +7.93% 8.63M Nov 19, 2021 see footnote F1, F2
transaction BRZE Common Stock Other -8.63M -100% 0 Nov 19, 2021 see footnote F2, F3

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 Series A-1 Preferred Stock Conversion of derivative security $0 -142K -100% $0.00* 0 Nov 19, 2021 Common Stock 142K see footnote F1, F2
transaction BRZE Series A Preferred Stock Conversion of derivative security $0 -492K -100% $0.00* 0 Nov 19, 2021 Common Stock 492K see footnote F1, F2
transaction BRZE Class B Common Stock Other $0 +8.63M $0.00 8.63M Nov 19, 2021 Class A Common Stock 8.63M see footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A-1 Preferred Stock and Series A Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.
F2 The shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7 and the board of managers of Binder are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7 and each manager of Binder disclaims beneficial ownership of such securities.
F3 Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
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.