Statement of Changes in Beneficial Ownership (4)
February 09 2022 - 5:02PM
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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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
*
InterWest Management Partners X, LLC |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
467 FIRST STREET, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2022 |
(Street)
LOS ALTOS, CA 94022
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | 2/8/2022 | | C(1) | | 3394219 | A | (1) | 3394219 | I | By: InterWest Partners X, LP (2) |
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 | (1) | 2/8/2022 | | C (1) | | | 3394219 | (3) | (3) | Class A Common Stock | 3394219 | $0.00 | 0 | I | By: InterWest Partners X, LP (2) |
Explanation of Responses: |
(1) | Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder. |
(2) | The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. |
(3) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
InterWest Management Partners X, LLC 467 FIRST STREET, SUITE 201 LOS ALTOS, CA 94022 |
| X |
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INTERWEST PARTNERS X LP 467 FIRST STREET SUITE 201 LOS ALTOS, CA 94022 |
| X |
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Kliman Gilbert H 467 FIRST STREET, SUITE 201 LOS ALTOS, CA 94022 |
| X |
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NASR KHALED 467 FIRST STREET, SUITE 201 LOS ALTOS, CA 94022 |
| X |
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Desai Keval 467 FIRST STREET, SUITE 201 LOS ALTOS, CA 94022 |
| X |
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Signatures
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/s/ Karen A. Wilson, Attorney-in Fact for InterWest Partners X, LP | | 2/9/2022 |
**Signature of Reporting Person | Date |
/s/ Karen A. Wilson, Attorney-in Fact for InterWest Management Partners X, LLC | | 2/9/2022 |
**Signature of Reporting Person | Date |
/s/ Karen A. Wilson, Attorney-in Fact for Gilbert H. Kliman | | 2/9/2022 |
**Signature of Reporting Person | Date |
/s/ Karen A. Wilson, Attorney-in Fact for Khlaed A. Nasr | | 2/9/2022 |
**Signature of Reporting Person | Date |
/s/ Karen A. Wilson, Attorney-in Fact for Keval Desai | | 2/9/2022 |
**Signature of Reporting Person | Date |
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