| 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)
| 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) 04/19/2022 | ||||||||||||||||||||||||||
| 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 | 04/19/2022 | J(1) | 485,134 | D | $0.00 | 2,749,094 | I | See footnotes(2)(3) | ||
| Class A Common Stock | 04/19/2022 | J(4) | 115,549 | D | $0.00 | 654,777 | I | See footnotes(3)(5) | ||
| Class A Common Stock | 04/19/2022 | J(6) | 17,495 | D | $0.00 | 99,137 | I | See footnotes(3)(7) | ||
| Class A Common Stock | 04/19/2022 | J(8) | 27,606 | A | $0.00 | 27,606 | I | The Madera Trust Dated 12/2/2002(9) | ||
| Class A Common Stock | 04/19/2022 | J(10) | 9,202 | A | $0.00 | 9,202 | I | Madera Family LP(11) | ||
| Class A Common Stock | 04/19/2022 | J(12) | 35,950 | A | $0.00 | 35,950 | I | Robert D. Ward and Lee Landry Ward Trustees u/a/d 2/11/2000(13) | ||
| Class A Common Stock | 04/19/2022 | J(14) | 35,914 | A | $0.00 | 35,914 | I | Bischof / O'Rourke Revocable Trust Dated 5/3/2007(15) | ||
| Class A Common Stock | 04/19/2022 | J(16) | 35,022 | A | $0.00 | 35,022 | I | The Shin-Sherman Family Trust Dated 7/23/2009(17) | ||
| Class A Common Stock | 04/19/2022 | J(18) | 7,304 | A | $0.00 | 7,304 | D(19) | |||
| Class A Common Stock | 04/19/2022 | J(20) | 637 | A | $0.00 | 1,798(21) | D(22) | |||
| Class A Common Stock | 04/19/2022 | J(23) | 1,802 | A | $0.00 | 1,802 | D(24) | |||
| Class A Common Stock | 592,802 | I | See footnotes(3)(25) | |||||||
| Class A Common Stock | 15,848 | I | See footnotes(3)(26) | |||||||
| Class A Common Stock | 8,017 | I | See footnotes(3)(27) | |||||||
| 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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| Explanation of Responses: |
| 1. On April 19, 2022, Meritech Capital Partners V L.P. ("MCP V") distributed, for no consideration, 485,134 shares of the Issuer's Class A Common Stock (the "MCP V Shares") to its limited partners and to Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, representing each such partner's pro rata interest in such MCP V Shares. On the same date, GP V distributed, for no consideration, the MCP V Shares it received in the distribution by MCP V to its members, representing each such member's pro rata interest in such MCP V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 2. Shares are held by 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. Paul Madera ("Madera"), George Bischof ("Bischof"), Craig Sherman ("Sherman"), Rob Ward ("Ward"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton") are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCP V. |
| 3. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| 4. On April 19, 2022, Meritech Capital Partners V Sidecar L.P. ("MCP V Sidecar") distributed, for no consideration, 115,549 shares of the Issuer's Class A Common Stock (the "MCP V Sidecar Shares") to its limited partners and to GP V, the general partner of MCP V Sidecar, representing each such partner's pro rata interest in such MCP V Sidecar Shares. On the same date, GP V distributed, for no consideration, the MCP V Sidecar Shares it received in the distribution by MCP V Sidecar to its members, representing each such member's pro rata interest in such MCP V Sidecar Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 5. Shares are held by MCP V Sidecar. GP V, the general partner of MCP V Sidecar, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCP V Sidecar. |
| 6. On April 19, 2022, Meritech Capital Affiliates V L.P. ("MCA V") distributed, for no consideration, 17,495 shares of the Issuer's Class A Common Stock (the "MCA V Shares") to its limited partners and to GP V, the general partner of MCA V, representing each such partner's pro rata interest in such MCP A Shares. On the same date, GP V distributed, for no consideration, the MCA V Shares it received in the distribution by MCA V to its members, representing each such member's pro rata interest in such MCA V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 7. Shares are held by 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, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCA V. |
| 8. Represents shares received by The Madera Trust Dated 12/2/2002 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 9. Shares are held by a family trust for which Madera is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Madera, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 10. Represents shares received by Madera Family LP pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 11. Shares are held by a family limited partnership for which Madera is the general partner. Each of the Reporting Persons disclaims the existence of a "group" and, other than Madera, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 12. Represents shares received by Robert D. Ward and Lee Landry Ward Trustees u/a/d 2/11/2000 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 13. Shares are held by a family trust for which Ward is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ward, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 14. Represents shares received by Bischof / O'Rourke Revocable Trust Dated 5/3/2007 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 15. Shares are held by a family trust for which Bischof is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Bischof, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 16. Represents shares received by The Shin-Sherman Family Trust Dated 7/23/2009 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 17. Shares are held by a family trust for which Sherman is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Sherman, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 18. Represents shares received by Motschwiller pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 19. Shares held by Motschwiller. |
| 20. Represents shares received by Clayton pursuant to pro rata distributions by MCP V, MCP V Sidecar and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 21. Includes 1,161 shares received by Clayton prior to the date hereof pursuant to a pro rata distribution by an entity in which Clayton holds an assignee interest, for no consideration, of shares of the Issuer's Class A Common Stock to its members. The aforementioned distribution was made in accordance with the exemption afforded by Rule 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 22. Shares held by Clayton. |
| 23. Represents shares received by Kurland pursuant to pro rata distributions by MCP V, MCP V Sidecar and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 24. Shares held by Kurland. |
| 25. 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. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCP VI. |
| 26. 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, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCA VI. |
| 27. 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 MCP VI. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCE VI. |
| Remarks: |
| This Form 4 is one of two Form 4s 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 4 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 4 to a maximum of 10 reporting persons. |
| Meritech Capital Associates VI L.L.C., /s/ Joel Backman, Attorney-in-Fact | 04/21/2022 | |
| Alexander Kurland, /s/ Joel Backman, Attorney-in-Fact | 04/21/2022 | |
| Meritech Capital Affiliates VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact | 04/21/2022 | |
| Meritech Capital Entrepreneurs VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact | 04/21/2022 | |
| Meritech Capital Partners VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact | 04/21/2022 | |
| ** 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 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. | ||
