Roger H. Lee - 01 Apr 2025 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
14 Apr 2025, 19:49:33 UTC
Prior SEC filing
16 Oct 2024
Next SEC filing
10 Jun 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee

Key filing fact

Roger H. Lee filed Form 4 for Braze, Inc. (BRZE) on 14 Apr 2025.

Key facts

  • This page summarizes Roger H. Lee's Form 4 filing for Braze, Inc. (BRZE).
  • 19 reported transactions and 7 derivative rows are listed below.
  • Accepted by SEC: 14 Apr 2025, 19:49.

Change

  • Previous filing in this sequence was filed on 16 Oct 2024.
  • 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
+54,000
Change %
+1276%
Price
Shares after
58,233
Date
01 Apr 2025
Ownership
By Battery Investment Partners XI, LLC
Footnotes
F1, F2
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,165,143
Change %
+1276%
Price
Shares after
1,256,463
Date
01 Apr 2025
Ownership
By Battery Ventures XI-A, L.P.
Footnotes
F1, F3
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+307,857
Change %
+1276%
Price
Shares after
331,985
Date
01 Apr 2025
Ownership
By Battery Ventures XI-B, L.P.
Footnotes
F1, F4
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,210,511
Change %
+1276%
Price
Shares after
1,305,384
Date
01 Apr 2025
Ownership
By Battery Ventures XI-A Side Fund, L.P.
Footnotes
F1, F5
BRZE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+262,489
Change %
+1276%
Price
Shares after
283,064
Date
01 Apr 2025
Ownership
By Battery Ventures XI-B Side Fund, L.P.
Footnotes
F1, F6
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-54,992
Change %
-94%
Price
$0.000000
Shares after
3,241
Date
10 Apr 2025
Ownership
By Battery Investment Partners XI, LLC
Footnotes
F2, F7
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-1,186,500
Change %
-94%
Price
$0.000000
Shares after
69,963
Date
10 Apr 2025
Ownership
By Battery Ventures XI-A, L.P.
Footnotes
F3, F8
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-313,500
Change %
-94%
Price
$0.000000
Shares after
18,485
Date
10 Apr 2025
Ownership
By Battery Ventures XI-B, L.P.
Footnotes
F4, F9
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-1,232,700
Change %
-94%
Price
$0.000000
Shares after
72,684
Date
10 Apr 2025
Ownership
By Battery Ventures XI-A Side Fund, L.P.
Footnotes
F5, F10
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-267,300
Change %
-94%
Price
$0.000000
Shares after
15,764
Date
10 Apr 2025
Ownership
By Battery Ventures XI-B Side Fund, L.P.
Footnotes
F6, F11
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
+298,284
Change %
Price
$0.000000
Shares after
298,284
Date
10 Apr 2025
Ownership
Direct
Footnotes
F12, F13
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-298,284
Change %
-100%
Price
$0.000000
Shares after
0
Date
10 Apr 2025
Ownership
Direct
Footnotes
F13, F14
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
+369,104
Change %
Price
$0.000000
Shares after
369,104
Date
10 Apr 2025
Ownership
By Battery Partners XI Side Fund, LLC
Footnotes
F15, F16
BRZE transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-369,104
Change %
-100%
Price
$0.000000
Shares after
0
Date
10 Apr 2025
Ownership
By Battery Partners XI Side Fund, LLC
Footnotes
F16, F17
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
29,250
Date
01 Apr 2025
Ownership
By Battery Investment Partners Select Fund I,L.P.
Footnotes
F18
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,395,750
Date
01 Apr 2025
Ownership
By Battery Ventures Select Fund I,L.P.
Footnotes
F19
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
190,219
Date
01 Apr 2025
Ownership
Direct
Footnotes
F20, F21, F22
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
59,549
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F23, F24
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
248,102
Date
01 Apr 2025
Ownership
Direct
Footnotes
F20, F21, F23, F25
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
28,020
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F26
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
144,788
Date
01 Apr 2025
Ownership
Direct
Footnotes
F20, F21, F23, F27
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
139,474
Date
01 Apr 2025
Ownership
Direct
Footnotes
F28
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
81,417
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F23, F29
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
17,689
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F30
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
224,797
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F23, F31
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
124,975
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F23, F32
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
102,730
Date
01 Apr 2025
Ownership
Direct
Footnotes
F20, F21, F33
BRZE holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
147,037
Date
01 Apr 2025
Ownership
By Trust
Footnotes
F20, F21, F23, F34

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
-54,000
Change %
-35%
Price
$0.000000
Shares after
100,137
Date
01 Apr 2025
Ownership
By Battery Investment Partners XI, LLC
Underlying class
Class A Common Stock
Underlying amount
54,000
Exercise price
Footnotes
F1, F2, F35
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,165,143
Change %
-35%
Price
$0.000000
Shares after
2,160,494
Date
01 Apr 2025
Ownership
By Battery Ventures XI-A, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,165,143
Exercise price
Footnotes
F1, F3, F35
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-307,857
Change %
-35%
Price
$0.000000
Shares after
570,848
Date
01 Apr 2025
Ownership
By Battery Ventures XI-B, L.P.
Underlying class
Class A Common Stock
Underlying amount
307,857
Exercise price
Footnotes
F1, F4, F35
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,210,511
Change %
-35%
Price
$0.000000
Shares after
2,244,625
Date
01 Apr 2025
Ownership
By Battery Ventures XI-A Side Fund, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,210,511
Exercise price
Footnotes
F1, F5, F35
BRZE transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-262,489
Change %
-35%
Price
$0.000000
Shares after
486,717
Date
01 Apr 2025
Ownership
By Battery Ventures XI-B Side Fund, L.P.
Underlying class
Class A Common Stock
Underlying amount
262,489
Exercise price
Footnotes
F1, F6, F35
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
221,708
Date
01 Apr 2025
Ownership
By Battery Investment Partners Select Fund I, L.P.
Underlying class
Class A Common Stock
Underlying amount
221,708
Exercise price
Footnotes
F18, F35
BRZE holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,141,717
Date
01 Apr 2025
Ownership
By Battery Ventures Select Fund I, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,141,717
Exercise price
Footnotes
F19, F35
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Roger H. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 35 footnotes

Footnote F1

These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

Footnote F2

Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F3

Securities are held byBattery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the securities held by BV XI-A. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F4

Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the securities held by BV XI-B. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F5

Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the securities held by BV XI-A SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F6

Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the securities held by BV XI-B SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F7

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BIP XI to its members without additional consideration.

Footnote F8

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A to its general partner and limited partners without additional consideration.

Footnote F9

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B to its general partner and limited partners without additional consideration.

Footnote F10

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A SF to its general partner and limited partners without additional consideration.

Footnote F11

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B SF to its general partner and limited partners without additional consideration.

Footnote F12

Represents receipt of securities in the distributions in kind described in footnotes (8) and (9).

Footnote F13

Securities are held by BP XI. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F14

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.

Footnote F15

Represents receipt of securities in the distributions in kind described in footnotes (10) and (11).

Footnote F16

Securities are held by BP XI SF. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP XI SF and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F17

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.

Footnote F18

Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F19

Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its, his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

Footnote F20

The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (14) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.

Footnote F21

The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (17) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.

Footnote F22

Securities are held by Michael M. Brown.

Footnote F23

The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7) and from previous distributions in kind that constituted changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.

Footnote F24

Securities are held by The Michael M. Brown Irrevocable GST Trust of 2013, of which Michael M. Brown is a trustee. Mr. Brown disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F25

Securities are held by Jesse R. Feldman.

Footnote F26

Securities are held by The Jesse Feldman Irrevocable Trust of 2016, of which Jesse R. Feldman is a trustee. Mr. Feldman disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F27

Securities are held by Russell L. Fleischer.

Footnote F28

Securities are held by Roger H. Lee.

Footnote F29

Securities are held by The Roger and Clarissa Lee Irrevocable Trust of 2016, of which Roger H. Lee's brother is the trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F30

Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F31

Securities are held by the Spiller Stoner Family Trust Dated 8/22/13, of which Chelsea R. Stoner is a trustee. Ms. Stoner disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein.

Footnote F32

Securities are held by the STAM Family Revocable Living Trust UAD 3/19/13, of which Dharmesh Thakker is a trustee. Mr. Thakker disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F33

Securities are held by Scott R. Tobin.

Footnote F34

Securities are held by The Scott R. Tobin Irrevocable GST Trust of 2013, of which Scott R. Tobin is a trustee. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Footnote F35

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.

SEC remarks

This Form 4 is the second of two Forms 4 filed relating to the same event. Combined, the two reports report the holdings for the following Reporting Persons: Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., Battery Investment Partners XI, LLC, Battery Partners XI, LLC, Battery Ventures XI-A Side Fund, L.P., Battery Ventures XI-B Side Fund, L.P., Battery Partners XI Side Fund, LLC, Battery Ventures Select Fund I, L.P., Battery Partners Select Fund I, L.P., Battery Investment Partners Select Fund I, L.P., Battery Partners Select Fund I GP, LLC, Michael M. Brown, Jesse R. Feldman, Russell L. Fleischer, Roger H. Lee, Chelsea R. Stoner, Dharmesh Thakker and Scott R. Tobin. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

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