Morad Elhafed Form 3 Braze / MICHAEL MAURICE BROWN 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^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

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)

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)

	Form filed by One Reporting Person
X	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	38,767⁽²⁾	⁽¹⁾	I	see footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,396⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	159,150⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,609,187⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁹⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	275,116⁽²⁾	⁽¹⁾	I	see footnote⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	265,387⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁷⁾⁽¹¹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	51,586⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁸⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	521,585⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁹⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	324,063⁽²⁾	⁽¹⁾	I	see footnote⁽⁴⁾⁽⁵⁾⁽¹²⁾
Series B Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	312,603⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁷⁾⁽¹³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,351,696⁽²⁾	⁽¹⁾	I	see footnote⁽⁴⁾⁽⁵⁾⁽¹⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,162,432⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁷⁾⁽¹⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	781,624⁽²⁾	⁽¹⁾	I	see footnote⁽⁴⁾⁽⁵⁾⁽¹⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	753,984⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁷⁾⁽¹⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,076,040⁽²⁾	⁽¹⁾	I	see footnote⁽⁴⁾⁽⁵⁾⁽¹⁸⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,037,988⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁷⁾⁽¹⁹⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,972⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁸⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	110,945⁽²⁾	⁽¹⁾	I	see footnote⁽⁵⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Elhafed Morad

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

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, Series D 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. Represents (i) 1,371 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 29,580 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 7,816 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").

4. Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.

5. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

6. Represents (i) 30,732 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 6,664 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").

7. Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.

8. Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.

9. Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.

10. Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.

11. Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.

12. Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.

13. Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.

14. Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.

15. Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.

16. Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.

17. Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.

18. Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.

19. Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.

Remarks:

3 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with Form 3s being filed by Battery Partners XI, LLC and other filing persons and by Battery Partners Select Fund I GP, LLC and other filing persons.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown	11/16/2021
	/s/ Christopher Schiavo, as Attorney-in-Fact for Morad Elhafed	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).
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Morad Elhafed Form 3Braze / MICHAEL MAURICE BROWN ownership change