SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2021		C		277,516	A	⁽¹⁾	277,516	I	By Battery Investment Partners XI, LLC⁽²⁾
Common Stock	11/19/2021		C		5,987,707	A	⁽¹⁾	5,987,707	I	By Battery Ventures XI-A, L.P.⁽³⁾
Common Stock	11/19/2021		C		1,582,083	A	⁽¹⁾	1,582,083	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Common Stock	11/19/2021		J⁽⁵⁾		277,516	D	⁽⁵⁾	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Common Stock	11/19/2021		J⁽⁵⁾		5,987,707	D	⁽⁵⁾	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Common Stock	11/19/2021		J⁽⁵⁾		1,582,083	D	⁽⁵⁾	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred-NV Stock	⁽¹⁾	11/19/2021		C			1,371	⁽¹⁾	⁽¹⁾	Common Stock	1,371	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	11/19/2021		C			29,580	⁽¹⁾	⁽¹⁾	Common Stock	29,580	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	11/19/2021		C			7,816	⁽¹⁾	⁽¹⁾	Common Stock	7,816	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Series A Preferred-NV Stock	⁽¹⁾	11/19/2021		C			9,729	⁽¹⁾	⁽¹⁾	Common Stock	9,729	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series A Preferred-NV Stock	⁽¹⁾	11/19/2021		C			209,921	⁽¹⁾	⁽¹⁾	Common Stock	209,921	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series A Preferred-NV Stock	⁽¹⁾	11/19/2021		C			55,466	⁽¹⁾	⁽¹⁾	Common Stock	55,466	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Series B Preferred-NV Stock	⁽¹⁾	11/19/2021		C			11,460	⁽¹⁾	⁽¹⁾	Common Stock	11,460	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series B Preferred-NV Stock	⁽¹⁾	11/19/2021		C			247,269	⁽¹⁾	⁽¹⁾	Common Stock	247,269	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series B Preferred-NV Stock	⁽¹⁾	11/19/2021		C			65,334	⁽¹⁾	⁽¹⁾	Common Stock	65,334	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	11/19/2021		C			189,264	⁽¹⁾	⁽¹⁾	Common Stock	189,264	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	11/19/2021		C			4,083,488	⁽¹⁾	⁽¹⁾	Common Stock	4,083,488	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	11/19/2021		C			1,078,944	⁽¹⁾	⁽¹⁾	Common Stock	1,078,944	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	11/19/2021		C			27,640	⁽¹⁾	⁽¹⁾	Common Stock	27,640	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series D Preferred Stock	⁽¹⁾	11/19/2021		C			596,400	⁽¹⁾	⁽¹⁾	Common Stock	596,400	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/19/2021		C			157,584	⁽¹⁾	⁽¹⁾	Common Stock	157,584	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			38,052	⁽¹⁾	⁽¹⁾	Common Stock	38,052	$0.00	0	I	By Battery Investment Partners XI, LLC⁽²⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			821,049	⁽¹⁾	⁽¹⁾	Common Stock	821,049	$0.00	0	I	By Battery Ventures XI-A, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	11/19/2021		C			216,939	⁽¹⁾	⁽¹⁾	Common Stock	216,939	$0.00	0	I	By Battery Ventures XI-B, L.P.⁽⁴⁾
Class B Common Stock	⁽⁶⁾	11/19/2021		J⁽⁵⁾		277,516		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	277,516	$0.00	277,516	I	By Battery Investment Partners XI, LLC⁽²⁾
Class B Common Stock	⁽⁶⁾	11/19/2021		J⁽⁵⁾		5,987,707		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,987,707	$0.00	5,987,707	I	By Battery Ventures XI-A, L.P.⁽³⁾
Class B Common Stock	⁽⁶⁾	11/19/2021		J⁽⁵⁾		1,582,083		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,582,083	$0.00	1,582,083	I	By Battery Ventures XI-B, L.P.⁽⁴⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

2. The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

3. The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

4. The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.

5. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

6. 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.

Remarks:

This Form 4 is the first of two Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into two filings to cover all transactions of the Reporting Person, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 lines.

	/s/ Susan Wiseman, Attorney-in-Fact	11/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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