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Filing Details

Accession Number:: 0001209191-23-058396
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-12 19:20:23
Reporting Period:: 2023-12-08

Accepted Time:: 2023-12-12 19:20:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1676238	Braze Inc.	BRZE	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1199926	R Scott Tobin	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665599	Battery Ventures Xi-B Side Fund, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665600	Battery Ventures Xi-A Side Fund, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665601	Battery Ventures Xi-B, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665602	Battery Investment Partners Xi, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1665603	Battery Ventures Xi-A, L.p.	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1741527	R. Chelsea Stoner	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1869544	Dharmesh Thakker	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1869817	Battery Partners Xi Side Fund, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No
1870316	Battery Partners Xi, Llc	One Marina Park Drive, Suite 1100 Boston MA 02210	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-12-08	27,495	$0.00	5,223	No	4	J	Indirect	By Battery Investment Partners XI, LLC
Class A Common Stock	Disposition	2023-12-08	593,250	$0.00	112,677	No	4	J	Indirect	By Battery Ventures XI-A, L.P.
Class A Common Stock	Disposition	2023-12-08	156,750	$0.00	29,771	No	4	J	Indirect	By Battery Ventures XI-B, L.P.
Class A Common Stock	Disposition	2023-12-08	616,351	$0.00	117,064	No	4	J	Indirect	By Battery Ventures XI-A Side Fund, L.P.
Class A Common Stock	Disposition	2023-12-08	133,649	$0.00	25,384	No	4	J	Indirect	By Battery Ventures XI-B Side Fund, L.P.
Class A Common Stock	Acquisiton	2023-12-08	152,151	$0.00	152,151	No	4	J	Indirect	By Battery Partners XI, LLC
Class A Common Stock	Disposition	2023-12-08	152,151	$0.00	0	No	4	J	Indirect	By Battery Partners XI, LLC
Class A Common Stock	Acquisiton	2023-12-08	152,151	$0.00	152,151	No	4	J	Indirect	By Battery Partners XI Side Fund, LLC
Class A Common Stock	Disposition	2023-12-08	152,151	$0.00	0	No	4	J	Indirect	By Battery Partners XI Side Fund, LLC
Class A Common Stock	Disposition	2023-12-11	19,813	$53.21	0	No	4	S	Indirect	By Trust
Class A Common Stock	Acquisiton	2023-12-12	54,000	$0.00	59,223	No	4	C	Indirect	By Battery Investment Partners XI, LLC
Class A Common Stock	Acquisiton	2023-12-12	1,165,143	$0.00	1,277,820	No	4	C	Indirect	By Battery Ventures XI-A, L.P.
Class A Common Stock	Acquisiton	2023-12-12	307,857	$0.00	337,628	No	4	C	Indirect	By Battery Ventures XI-B, L.P.
Class A Common Stock	Acquisiton	2023-12-12	1,210,511	$0.00	1,327,575	No	4	C	Indirect	By Battery Ventures XI-A Side Fund, L.P.
Class A Common Stock	Acquisiton	2023-12-12	262,489	$0.00	287,873	No	4	C	Indirect	By Battery Ventures XI-B Side Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By Battery Investment Partners XI, LLC
No	4	J	Indirect	By Battery Ventures XI-A, L.P.
No	4	J	Indirect	By Battery Ventures XI-B, L.P.
No	4	J	Indirect	By Battery Ventures XI-A Side Fund, L.P.
No	4	J	Indirect	By Battery Ventures XI-B Side Fund, L.P.
No	4	J	Indirect	By Battery Partners XI, LLC
No	4	J	Indirect	By Battery Partners XI, LLC
No	4	J	Indirect	By Battery Partners XI Side Fund, LLC
No	4	J	Indirect	By Battery Partners XI Side Fund, LLC
No	4	S	Indirect	By Trust
No	4	C	Indirect	By Battery Investment Partners XI, LLC
No	4	C	Indirect	By Battery Ventures XI-A, L.P.
No	4	C	Indirect	By Battery Ventures XI-B, L.P.
No	4	C	Indirect	By Battery Ventures XI-A Side Fund, L.P.
No	4	C	Indirect	By Battery Ventures XI-B Side Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2023-12-12	54,000	$0.00	54,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-12-12	1,165,143	$0.00	1,165,143	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-12-12	307,857	$0.00	307,857	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-12-12	1,210,511	$0.00	1,210,511	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-12-12	262,489	$0.00	262,489	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
154,137	No	4	C	Indirect
3,325,637	No	4	C	Indirect
878,705	No	4	C	Indirect
3,455,136	No	4	C	Indirect
749,206	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	29,250	Indirect	By Battery Investment Partners Select Fund I, L.P.
Class A Common Stock	1,395,750	Indirect	By Battery Ventures Select Fund I, L.P.
Class A Common Stock	25,850	Direct
Class A Common Stock	8,861	Indirect	By Trust
Class A Common Stock	58,330	Direct
Class A Common Stock	7,476	Indirect	By Trust
Class A Common Stock	45,850	Direct
Class A Common Stock	13,073	Indirect	By Trust
Class A Common Stock	67,284	Indirect	By Trust
Class A Common Stock	32,737	Indirect	By Trust
Class A Common Stock	16,156	Direct
Class A Common Stock	18,555	Indirect	By Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			221,708	221,708	Indirect
Class A Common Stock	Class B Common Stock	$0.00			1,141,717	1,141,717	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	221,708	221,708	Indirect
	1,141,717	1,141,717	Indirect

Footnotes

Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.
Securities are held by 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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.
Securities are held by 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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.
Securities are held by 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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.
Securities are held by 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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.
Securities are held by 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.
Represents receipt of securities in the distributions in kind described in footnotes (3) and (5).
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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
Represents receipt of securities in the distributions in kind described in footnotes (7) and (9).
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.
Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $53.00 to $53.62 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (1), (13) and (16).
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.
These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
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.
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.
The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (13) and (16).
Securities are held by Michael M. Brown.
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.
Securities are held by Jesse R. Feldman.
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.
Securities are held by Russell L. Fleischer.
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.
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.
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.
Securities are held by Scott R. Tobin.
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.
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.