ICONIQ Strategic Partners III, L.P. - 09 Sep 2024 Form 4 Insider Report for Braze, Inc. (BRZE)

Footnote F1

On September 9, 2024, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 725,159 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Footnote F2

The shares are held by ICONIQ III.

Footnote F3

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. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").

Footnote F4

(Continued from footnote 3) 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

Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Footnote F6

On September 9, 2024, ICONIQ III-B distributed, for no consideration, in the aggregate 774,841 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

Footnote F7

The shares are held by ICONIQ III-B.

Footnote F8

The shares are held by ICONIQ V.

Footnote F9

The shares are held by ICONIQ V-B.

Footnote F10

The shares are held by ICONIQ VI.

Footnote F11

The shares are held by ICONIQ VI-B.

Footnote F12

The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 142,602 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (6) above. Makan disclaims beneficial ownership of the shares held by such trusts 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Footnote F13

The shares are held by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 142,678 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (6) above. Griffith disclaims beneficial ownership of the shares held by such trusts 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 Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Footnote F14

The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 72,013 ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described in footnotes (1) and (6) above. Jacobson disclaims beneficial ownership of the shares held by such 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.