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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wiseman Susan
2. Issuer Name and Ticker or Trading Symbol

Braze, Inc. [ BRZE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel
(Last)          (First)          (Middle)

C/O BRAZE, INC., 330 WEST 34TH STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/11/2022
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/11/2022  C  20000 A (1)20000 D  
Class A Common Stock 1/11/2022  S(2)  4785 D$67.24 (3)15215 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $3.46 1/11/2022  M     10000   (4)3/11/2029 Class B Common Stock (1)10000 $0.00 59735 D  
Stock Option (Right to Buy) $4.88 1/11/2022  M     10000   (5)2/3/2030 Class B Common Stock (1)10000 $0.00 70000 D  
Class B Common Stock  (1)1/11/2022  M   20000     (1) (1)Class A Common Stock 20000 $0.00 189233 D  
Class B Common Stock  (1)1/11/2022  C     20000   (1) (1)Class A Common Stock 20000 $0.00 169233 D  

Explanation of Responses:
(1) 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.
(2) This transaction was effected in accordance with the terms of a lock-up agreement between the Reporting Person and the underwriters in the Issuer's initial public offering to satisfy tax withholding or other payment obligations arising in connection with the Reporting Person's option exercise. All securities beneficially owned by the Reporting Person remain subject to these lock-up restrictions.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.80 to $67.35 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2019, subject to the Reporting Person's continuous service through such vesting date.
(5) One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2020, subject to the Reporting Person's continuous service through such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wiseman Susan
C/O BRAZE, INC., 330 WEST 34TH STREET
18TH FLOOR
NEW YORK, NY 10001


General Counsel

Signatures
/s/ Susan Wiseman1/12/2022
**Signature of Reporting PersonDate

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