Douglas A. Pepper - 22 Mar 2024 Form 4 Insider Report for Braze, Inc. (BRZE)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
26 Mar 2024, 17:32:04 UTC
Prior SEC filing
18 Dec 2023
Next SEC filing
16 Apr 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Douglas A. Pepper

Key filing fact

Douglas A. Pepper filed Form 4 for Braze, Inc. (BRZE) on 26 Mar 2024.

Key facts

  • This page summarizes Douglas A. Pepper's Form 4 filing for Braze, Inc. (BRZE).
  • 4 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 26 Mar 2024, 17:32.

Change

  • Previous filing in this sequence was filed on 18 Dec 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,450,318
Change %
+104%
Price
Shares after
2,843,172
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners III, L.P.
Footnotes
F1, F2, F3, F4, F5
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,549,682
Change %
+104%
Price
Shares after
3,037,961
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners III-B, L.P.
Footnotes
F3, F4, F5, F6, F7
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
752,506
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners VI, L.P.
Footnotes
F3, F4, F5, F8
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,036,124
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners VI-B, L.P.
Footnotes
F3, F4, F5, F9
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
78,946
Date
22 Mar 2024
Ownership
Direct
Footnotes
F10

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,450,318
Change %
-66%
Price
$0.000000
Shares after
740,362
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners III, L.P.
Underlying class
Class B Common Stock
Underlying amount
1,450,318
Exercise price
Footnotes
F1, F2, F3, F4, F5, F11
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,549,682
Change %
-66%
Price
$0.000000
Shares after
791,087
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners III-B, L.P.
Underlying class
Class B Common Stock
Underlying amount
1,549,682
Exercise price
Footnotes
F3, F4, F5, F6, F7, F11
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
924,889
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners V, L.P.
Underlying class
Class B Common Stock
Underlying amount
924,889
Exercise price
Footnotes
F3, F4, F5, F11, F12
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,424,796
Date
22 Mar 2024
Ownership
By ICONIQ Strategic Partners V-B, L.P.
Underlying class
Class B Common Stock
Underlying amount
1,424,796
Exercise price
Footnotes
F3, F4, F5, F11, F13
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 13 footnotes

Footnote F1

On March 22, 2024, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,450,318 shares of the Issuer's Class B Common Stock into 1,450,318 shares of the Issuer's Class A Common Stock.

Footnote F2

The shares are held by ICONIQ III.

Footnote F3

ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P.

Footnote F4

(Continued from Footnote 3) ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ V Parent GP and ICONIQ VI Parent GP.

Footnote F5

The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.

Footnote F6

On March 22, 2024, converted in the aggregate 1,549,682 shares of the Issuer's Class B Common Stock into 1,549,682 shares of the Issuer's Class A Common Stock.

Footnote F7

The shares are held by ICONIQ III-B.

Footnote F8

The shares are held by ICONIQ VI.

Footnote F9

The shares are held by ICONIQ VI-B.

Footnote F10

The shares are held by the Reporting Person through a family trust of which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Footnote F11

Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one-to-one basis, upon the following: (1) the death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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.

Footnote F12

The shares are held by ICONIQ V.

Footnote F13

The shares are held by ICONIQ V-B.

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