MCG7 Capital Inc. - Sep 19, 2022 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
Sep 19, 2022
Transactions value $
$0
Form type
4
Date filed
9/21/2022, 12:34 PM
Previous filing
Apr 13, 2022
Next filing
Nov 8, 2022

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 +1M +50% 3M Sep 19, 2022 see footnote F1, F2

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 -1M -15.07% $0.00 5.63M Sep 19, 2022 Class A Common Stock 1M see footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), was converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder.
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 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.