Statement of Changes in Beneficial Ownership (4)
January 13 2022 - 3:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Pepper Douglas A |
2. Issuer Name and Ticker or Trading Symbol
Braze, Inc.
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BRZE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/11/2022 |
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 1/11/2022 | | C(1) | | 1330664 (2) | A | (1) | 1330664 (2) | I (3)(10)(11) | By ICONIQ Strategic Partners III, L.P. |
| Class A Common Stock | 1/11/2022 | | C(4) | | 1421809 (2) | A | (4) | 1421809 (2) | I (5)(10)(11) | By ICONIQ Strategic Partners III-B, L.P. |
| Class A Common Stock | | | | | | | | 144576 | I (6)(10)(11) | By ICONIQ Strategic Partners VI, L.P. |
| Class A Common Stock | | | | | | | | 180424 | I (7)(10)(11) | By ICONIQ Strategic Partners VI-B, L.P. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (12) | 1/11/2022 | | C (1) | | | 1330664 | (12) | (12) | Class A Common Stock | 1330664 | $0.00 | 4186626 | I (3)(10)(11) | By ICONIQ Strategic Partners III, L.P. |
| Class B Common Stock | (12) | 1/11/2022 | | C (4) | | | 1421809 | (12) | (12) | Class A Common Stock | 1421809 | $0.00 | 4473483 | I (5)(10)(11) | By ICONIQ Strategic Partners III-B, L.P. |
| Class B Common Stock | (12) | | | | | | | (12) | (12) | Class A Common Stock | 924889 | | 924889 | I (8)(10)(11) | By ICONIQ Strategic Partners V, L.P. |
| Class B Common Stock | (12) | | | | | | | (12) | (12) | Class A Common Stock | 1424796 | | 1424796 | I (9)(10)(11) | By ICONIQ Strategic Partners V-B, L.P. |
| Explanation of Responses: |
| (1) | On January 11, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,330,664 shares of the Issuer's Class B Common Stock into 1,330,664 shares of the Issuer's Class A Common Stock. |
| (2) | These shares of Class A Common Stock remain subject to a lock-up agreement with the underwriters of the Issuer's initial public offering. |
| (3) | The shares are held by ICONIQ III. |
| (4) | On January 11, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,421,809 shares of the Issuer's Class B Common Stock into 1,421,809 shares of the Issuer's Class A Common Stock. |
| (5) | The shares are held by ICONIQ III-B. |
| (6) | The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). |
| (7) | The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). |
| (8) | The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
| (9) | The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
| (10) | 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. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI 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 each of ICONIQ V Parent GP and ICONIQ VI Parent GP. |
| (11) | The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person 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 his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose. |
| (12) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A Common Stock, on a one-to-one basis, upon the following: (1) the death of a Class B common stockholder who is a natural person, (2) the last trading day of the fiscal quarter immediately following the fifth anniversary of this offering, (3) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (4) 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Pepper Douglas A
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 | X |
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Signatures
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| /s/ Douglas A. Pepper | | 1/13/2022 |
| **Signature of Reporting Person | Date |
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