Neeraj Agrawal Form 3 Braze / Neeraj Agrawal ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,371⁽²⁾	⁽¹⁾	I	By Battery Investment Partners XI, LLC⁽³⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	30,732⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁴⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	29,580⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A, L.P.⁽⁵⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,664⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B Side Fund, L.P.⁽⁶⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,816⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B, L.P.⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	159,150⁽²⁾	⁽¹⁾	I	By Battery Investment Partners Select Fund I, L.P.⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,609,187⁽²⁾	⁽¹⁾	I	By Battery Ventures Select Fund I, L.P.⁽⁹⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,729⁽²⁾	⁽¹⁾	I	By Battery Investment Partners XI, LLC⁽³⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	218,095⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁴⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	209,921⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A, L.P.⁽⁵⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	47,292⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B Side Fund, L.P.⁽⁶⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	55,466⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B, L.P.⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	51,586⁽²⁾	⁽¹⁾	I	By Battery Investment Partners Select Fund I, L.P.⁽⁸⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	521,585⁽²⁾	⁽¹⁾	I	By Battery Ventures Select Fund I, L.P.⁽⁹⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	11,460⁽²⁾	⁽¹⁾	I	By Battery Investment Partners XI, LLC⁽³⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	256,897⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁴⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	247,269⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A, L.P.⁽⁵⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	55,706⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B Side Fund, L.P.⁽⁶⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	65,334⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B, L.P.⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	189,264⁽²⁾	⁽¹⁾	I	By Battery Investment Partners XI, LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,242,496⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,083,488⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A, L.P.⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	919,936⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B Side Fund, L.P.⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,078,944⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B, L.P.⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	27,640⁽²⁾	⁽¹⁾	I	By Battery Investment Partners XI, LLC⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	619,624⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A Side Fund, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	596,400⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-A, L.P.⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	134,360⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B Side Fund, L.P.⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	157,584⁽²⁾	⁽¹⁾	I	By Battery Ventures XI-B, L.P.⁽⁷⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock and Series D Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

2. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.

3. 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.

4. The reported securities are owned directly by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF. 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. 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.

6. The reported securities are owned directly by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF. 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.

7. 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.

8. The reported securities are owned directly 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"). BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. 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.

9. The reported securities are owned directly 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. BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. 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.

Remarks:

This Form 3 is the first of two Form 3s being filed by the Reporting Person relating to the same event. The Form 3 has been split into two filings to cover all holdings of the Reporting Person, because the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 lines. Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Susan Wiseman, Attorney-in-Fact	11/16/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Neeraj Agrawal Form 3Braze / Neeraj Agrawal ownership change