Braze (BRZE) Form 4 Braze / Neeraj Agrawal ownership change

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 MA 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)
12/12/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/12/2023		C		54,000	A	(1)	59,223	I	By Battery Investment Partners XI, LLC(2)
Class A Common Stock	12/12/2023		C		1,165,143	A	(1)	1,277,820	I	By Battery Ventures XI-A, L.P.(3)
Class A Common Stock	12/12/2023		C		307,857	A	(1)	337,628	I	By Battery Ventures XI-B, L.P.(4)
Class A Common Stock	12/12/2023		C		1,210,511	A	(1)	1,327,575	I	By Battery Ventures XI-A Side Fund, L.P.(5)
Class A Common Stock	12/12/2023		C		262,489	A	(1)	287,873	I	By Battery Ventures XI-B Side Fund, L.P.(6)
Class A Common Stock								48,436(7)	D
Class A Common Stock								42,977(8)	I	By Trust(9)
Class A Common Stock								399(10)	I	By Trust(11)
Class A Common Stock								29,250	I	By Battery Investment Partners Select Fund I, L.P.(12)
Class A Common Stock								1,395,750	I	By Battery Ventures Select Fund I, L.P.(13)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	12/12/2023		C			54,000	(14)	(14)	Class A Common Stock	54,000	$0.00(14)	154,137	I	By Battery Investment Partners XI, LLC(2)
Class B Common Stock	(1)	12/12/2023		C			1,165,143	(14)	(14)	Class A Common Stock	1,165,143	$0.00(14)	3,325,637	I	By Battery Ventures XI-A, L.P.(3)
Class B Common Stock	(1)	12/12/2023		C			307,857	(14)	(14)	Class A Common Stock	307,857	$0.00(14)	878,705	I	By Battery Ventures XI-B, L.P.(4)
Class B Common Stock	(1)	12/12/2023		C			1,210,511	(14)	(14)	Class A Common Stock	1,210,511	$0.00(14)	3,455,136	I	By Battery Ventures XI-A Side Fund, L.P.(5)
Class B Common Stock	(1)	12/12/2023		C			262,489	(14)	(14)	Class A Common Stock	262,489	$0.00(14)	749,206	I	By Battery Ventures XI-B Side Fund, L.P.(6)
Class B Common Stock	(14)							(14)	(14)	Class A Common Stock	221,708		221,708	I	By Battery Investment Partners Select Fund I, L.P.(12)
Class B Common Stock	(14)							(14)	(14)	Class A Common Stock	1,141,717		1,141,717	I	By Battery Ventures Select Fund I, L.P.(13)

Explanation of Responses:

1. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

2. Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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. Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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. Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. 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. Securities are held 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"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. 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. Securities are held 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. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. 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 securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

8. The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by each of BIP XI, BP XI and BP XI SF to its members, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

9. Securities are held by the Neeraj Agrawal Irrevocable GST Trust, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

10. The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to a pro rata distribution in kind, effected by ICONIQ Strategic Partners III, L.P. to its limited partners, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person was not required to be reported pursuant to Section 16 by virtue of the exemption from reporting pursuant to Rule 16a-9.

11. Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

12. 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"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. 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.

13. 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. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. 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.

14. 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:

	/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal	12/12/2023
	** 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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