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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Preferred-NV Stock | (1) | (1) | Common Stock | 73,215(2) | (1) | I | See footnote(3) |
Series A-1 Preferred-NV Stock | (1) | (1) | Common Stock | 1,957(2) | (1) | I | See footnote(4) |
Series A-1 Preferred-NV Stock | (1) | (1) | Common Stock | 990(2) | (1) | I | See footnote(5) |
Series A-1 Preferred Stock | (1) | (1) | Common Stock | 332,568(2) | (1) | I | See footnote(6) |
Series A-1 Preferred Stock | (1) | (1) | Common Stock | 9,688(2) | (1) | I | See footnote(7) |
Series A Preferred Stock | (1) | (1) | Common Stock | 1,058,056(2) | (1) | I | See footnote(6) |
Series A Preferred Stock | (1) | (1) | Common Stock | 30,816(2) | (1) | I | See footnote(7) |
Series A Preferred-NV Stock | (1) | (1) | Common Stock | 519,587(2) | (1) | I | See footnote(3) |
Series A Preferred-NV Stock | (1) | (1) | Common Stock | 13,891(2) | (1) | I | See footnote(4) |
Series A Preferred-NV Stock | (1) | (1) | Common Stock | 7,027(2) | (1) | I | See footnote(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 46,176(2) | (1) | I | See footnote(6) |
Series C Preferred Stock | (1) | (1) | Common Stock | 1,344(2) | (1) | I | See footnote(7) |
Series E Preferred Stock | (1) | (1) | Common Stock | 1,797,428(2) | (1) | I | See footnote(6) |
Series E Preferred Stock | (1) | (1) | Common Stock | 770,326(2) | (1) | I | See footnote(8) |
Series E Preferred Stock | (1) | (1) | Common Stock | 74,784(2) | (1) | I | See footnote(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A-1 Preferred Stock-NV, Series A-1 Preferred Stock, Series A Preferred Stock, Series A Preferred Stock-NV, Series C Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B 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. Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof"), Craig Sherman ("Sherman"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton"), the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCP VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
4. Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCA VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
5. Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCE VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCE VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCE VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
6. Shares are held by Meritech Capital Partners V L.P. ("MCP V"). Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
7. Shares are held by Meritech Capital Affiliates V L.P. ("MCA V"). GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
8. Shares are held by Meritech Capital Partners V Sidecar L.P. ("MCS V"). GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein. |
Remarks: |
This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P., Meritech Capital Entrepreneurs VI L.P., Paul S. Madera, Robert D. Ward, George H. Bischof, Craig Sherman, Max Motschwiller, Alexander Kurland and Alex Clayton. This Form 3 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 3 to a maximum of 10 reporting persons. |
Meritech Capital Associates V L.L.C. /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Affiliates VI L.P., by Meritech Capital Associates VI L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Associates VI L.L.C. /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Entrepreneurs VI L.P., by Meritech Capital Associates VI L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Partners V L.P., by Meritech Capital Associates V L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Affiliates V L.P., by Meritech Capital Associates V L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Partners V Sidecar L.P., by Meritech Capital Associates V L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
Meritech Capital Partners VI L.P., by Meritech Capitall Associates VI L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/11/2022 | |
** 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. |