Statement of Changes in Beneficial Ownership (4)
September 26 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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ICONIQ Strategic Partners VI, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Braze, Inc.
[
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)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2022 |
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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)
___ Form filed by One Reporting Person
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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 | 9/22/2022 | | P | | 44289 | A | $34.0085 (1) | 548962 | D (2)(7)(8) | |
| Class A Common Stock | 9/22/2022 | | P | | 65261 | A | $34.0085 (1) | 736190 | I | By ICONIQ Strategic Partners VI-B, L.P. (3)(7)(8) |
| Class A Common Stock | 9/22/2022 | | P | | 444 | A | $34.7284 (4) | 549406 | D (2)(7)(8) | |
| Class A Common Stock | 9/22/2022 | | P | | 656 | A | $34.7284 (4) | 736846 | I (3)(7)(8) | By ICONIQ Strategic Partners VI-B, L.P. |
| Class A Common Stock | | | | | | | | 3326610 | I (5)(7)(8) | By ICONIQ Strategic Partners III, L.P. |
| Class A Common Stock | | | | | | | | 3554523 | I (6)(7)(8) | By ICONIQ Strategic Partners III-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 |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $33.60 to $34.58. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. |
| (2) | The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). |
| (3) | The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). |
| (4) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $34.61 to $34.84. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request. |
| (5) | The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). |
| (6) | The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). |
| (7) | 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 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 ICONIQ VI Parent GP. |
| (8) | Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ICONIQ Strategic Partners VI, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners VI-B, L.P.
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners VI GP, L.P.
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners VI TT GP, Ltd.
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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Makan Divesh
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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Griffith William J.G.
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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| ICONIQ Strategic Partners VI, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | | 9/26/2022 |
| **Signature of Reporting Person | Date |
| ICONIQ Strategic Partners VI-B, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | | 9/26/2022 |
| **Signature of Reporting Person | Date |
| ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | | 9/26/2022 |
| **Signature of Reporting Person | Date |
| ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | | 9/26/2022 |
| **Signature of Reporting Person | Date |
| /s/ Divesh Makan/s/ William J.G. Griffith | | 9/26/2022 |
| **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 control number. |
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