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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/15/2024 | J(1) | 27,495 | D | $0 | 4,233 | I | By Battery Investment Partners XI, LLC(2) | ||
| Class A Common Stock | 10/15/2024 | J(3) | 593,250 | D | $0 | 91,320 | I | By Battery Ventures XI-A, L.P.(4) | ||
| Class A Common Stock | 10/15/2024 | J(5) | 156,750 | D | $0 | 24,128 | I | By Battery Ventures XI-B, L.P.(6) | ||
| Class A Common Stock | 10/15/2024 | J(7) | 616,351 | D | $0 | 94,873 | I | By Battery Ventures XI-A Side Fund, L.P.(8) | ||
| Class A Common Stock | 10/15/2024 | J(9) | 133,649 | D | $0 | 20,575 | I | By Battery Ventures XI-B Side Fund, L.P.(10) | ||
| Class A Common Stock | 10/15/2024 | J(11) | 111,581 | A | $0 | 111,581 | D(12) | |||
| Class A Common Stock | 10/15/2024 | J(13) | 111,581 | D | $0 | 0 | D(12) | |||
| Class A Common Stock | 10/15/2024 | J(14) | 750,000 | A | $0 | 750,000 | I | By Battery Partners XI Side Fund, LLC(15) | ||
| Class A Common Stock | 10/15/2024 | J(16) | 750,000 | D | $0 | 0 | I | By Battery Partners XI Side Fund, LLC(15) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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. 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. |
| 2. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 3. 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. |
| 4. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 5. 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. |
| 6. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 7. 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. |
| 8. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 9. 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. |
| 10. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 11. Represents receipt of securities in the distributions in kind described in footnotes (3) and (5). |
| 12. Securities are held by BP XI. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 13. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration. |
| 14. Represents receipt of securities in the distributions in kind described in footnotes (7) and (9). |
| 15. Securities are held by BP XI SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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. |
| 16. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration. |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P. | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P. | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P. | 10/17/2024 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P. | 10/17/2024 | |
| ** 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). | ||
| 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. | ||