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) |
Common Stock(1) | 293,148 | D(2)(6)(7) | |
Common Stock(1) | 313,231 | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
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 Preferred Stock | (8) | (8) | Common Stock(1) | 348,940 | (8) | D(2)(6)(7) | |
Series A Preferred Stock | (8) | (8) | Common Stock(1) | 372,847 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series A Preferred Stock | (8) | (8) | Common Stock(1) | 294,274 | (8) | I(4)(6)(7) | By ICONIQ Strategic Partners V, L.P. |
Series A Preferred Stock | (8) | (8) | Common Stock(1) | 453,327 | (8) | I(5)(6)(7) | By ICONIQ Strategic Partners V-B, L.P. |
Series A Preferred Stock-NV | (8) | (8) | Common Stock(1) | 261,301 | (8) | D(2)(6)(7) | |
Series A Preferred Stock-NV | (8) | (8) | Common Stock(1) | 279,203 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series A-1 Preferred Stock | (8) | (8) | Common Stock(1) | 198,575 | (8) | D(2)(6)(7) | |
Series A-1 Preferred Stock | (8) | (8) | Common Stock(1) | 212,180 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series A-1 Preferred Stock-NV | (8) | (8) | Common Stock(1) | 36,820 | (8) | D(2)(6)(7) | |
Series A-1 Preferred Stock-NV | (8) | (8) | Common Stock(1) | 39,343 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series B Preferred Stock | (8) | (8) | Common Stock(1) | 615,922 | (8) | I(4)(6)(7) | By ICONIQ Strategic Partners V, L.P. |
Series B Preferred Stock | (8) | (8) | Common Stock(1) | 948,834 | (8) | I(5)(6)(7) | By ICONIQ Strategic Partners V-B, L.P. |
Series C Preferred Stock | (8) | (8) | Common Stock(1) | 11,487 | (8) | D(2)(6)(7) | |
Series C Preferred Stock | (8) | (8) | Common Stock(1) | 12,273 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series D Preferred Stock | (8) | (8) | Common Stock(1) | 3,600,514 | (8) | D(2)(6)(7) | |
Series D Preferred Stock | (8) | (8) | Common Stock(1) | 3,847,198 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series E Preferred Stock | (8) | (8) | Common Stock(1) | 766,505 | (8) | D(2)(6)(7) | |
Series E Preferred Stock | (8) | (8) | Common Stock(1) | 819,017 | (8) | I(3)(6)(7) | By ICONIQ Strategic Partners III-B, L.P. |
Series E Preferred Stock | (8) | (8) | Common Stock(1) | 14,693 | (8) | I(4)(6)(7) | By ICONIQ Strategic Partners V, L.P. |
Series E Preferred Stock | (8) | (8) | Common Stock(1) | 22,635 | (8) | I(5)(6)(7) | By ICONIQ Strategic Partners V-B, L.P. |
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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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. Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class B Common Stock on a one-for-one basis (the "Reclassification"). Following the Reclassification, each share of Class B Common Stock will be convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. |
2. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). |
3. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). |
4. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
5. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
6. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP. |
7. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
8. These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date. |
Remarks: |
ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners V, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners V-B, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 11/16/2021 | |
/s/ Divesh Makan | 11/16/2021 | |
/s/ William J.G. Griffith | 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. |