UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Braze, Inc.

(Name of Issuer)

 

Class A Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

10576N102

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 10576N102
   
  1.

Names of Reporting Persons

Ridge Ventures Continuation Fund, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

1,282,796 shares of Class A common stock (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

1,282,796 shares of Class A common stock (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,282,796 shares of Class A common stock (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

1.3% of common stock (2.2% of Class A common stock) (3)(4)

 
  12.

Type of Reporting Person (See Instructions)

PN

             

 

(1)This Schedule 13G is filed by Ridge Ventures Continuation Fund, L.P. (“RVCF”), Ridge Ventures CF GP, L.L.C. (“RVCF GP”), Ridge Software Investments I, LLC (“RSI I”), Ridge Ventures IV, LLC (“RV IV”) and Alex Rosen (“Rosen” and, with RVCF, RVCF GP, RSI I and RV IV, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares.
(3)Calculations of the percentage of common stock beneficially owned is based on a total of 95,706,404 shares of common stock (57,009,059 shares of Class A common stock and 38,697,345 shares of Class B common stock) outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2022.
(4)Calculations of the percentage of Class A common stock beneficially owned is based on (i) 57,009,059 shares of Class A common stock issued and outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022 and (ii) Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

 

2

 

 

CUSIP No. 10576N102
   
  1.

Names of Reporting Persons

Ridge Ventures CF GP, L.L.C.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

1,282,796 shares of Class A common stock (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

1,282,796 shares of Class A common stock (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,282,796 shares of Class A common stock (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

1.3% of common stock (2.2% of Class A common stock) (3)(4)

 
  12.

Type of Reporting Person (See Instructions)

OO

             

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares.
(3)Calculations of the percentage of common stock beneficially owned is based on a total of 95,706,404 shares of common stock (57,009,059 shares of Class A common stock and 38,697,345 shares of Class B common stock) outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022.
(4)Calculations of the percentage of Class A common stock beneficially owned is based on (i) 57,009,059shares of Class A common stock issued and outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022 and (ii) Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

 

3

 

 

CUSIP No. 10576N102
   
  1.

Names of Reporting Persons

Ridge Software Investments I, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

0 shares of Class A common stock

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0 shares of Class A common stock

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

0 shares of Class A common stock

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

0.0%

 
  12.

Type of Reporting Person (See Instructions)

OO

             

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

4

 

 

CUSIP No. 10576N102
   
  1.

Names of Reporting Persons

Ridge Ventures IV, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

0 shares of Class A common stock

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0 shares of Class A common stock

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

0 shares of Class A common stock

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

0.0%

 
  12.

Type of Reporting Person (See Instructions)

OO

             

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

5

 

 

CUSIP No. 10576N102
   
  1.

Names of Reporting Persons

Alex Rosen

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

United States

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5.

Sole Voting Power

0

 
6.

Shared Voting Power

1,282,796 shares of Class A common stock (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

1,282,796 shares of Class A common stock (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,282,796 shares of Class A common stock (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)

1.3% of common stock (2.2% of Class A common stock) (3)(4)

 
  12.

Type of Reporting Person (See Instructions)

IN

             

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares.
(3)Calculations of the percentage of common stock beneficially owned is based on a total of 95,706,404 shares of common stock (57,009,059 shares of Class A common stock and 38,697,345 shares of Class B common stock) outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022.
(4)Calculations of the percentage of Class A common stock beneficially owned is based on (i) 57,009,059 shares of Class A common stock issued and outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022 and (ii) Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

 

6

 

 

Item 1.
  (a)

Name of Issuer

Braze, Inc. (the “Issuer”).

  (b)

Address of Issuer’s Principal Executive Offices

330 West 34th Street, Floor 18

New York, NY 10001

 
Item 2.
  (a)

Name of Person Filing

Ridge Ventures Continuation Fund, L.P. (“RVCF”)

Ridge Ventures CF GP, L.L.C. (“RVCF GP”)

Ridge Software Investments I, LLC (“RSI I”)

Ridge Ventures IV, LLC (“RV IV”)

Alex Rosen (“Rosen”)

  (b)

Address of Principal Business Office or, if none, Residence

649 Front Street, Suite 100

San Francisco, CA 94111

 

(c) Citizenship
    Entities: RVCF - Delaware
      RVCF GP - Delaware
      RSI I - Delaware
      RV IV - Delaware
           
    Individuals: Rosen - United States

 

  (d)

Title of Class of Securities

Class A Common Stock, $0.0001 par value (“Class A common stock”)

  (e)

CUSIP Number

10576N102

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

 

7

 

 

Item 4. Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2022.

 

Reporting Persons   Shares Held
Directly		   Sole
Voting
Power		   Shared
Voting
Power		   Sole
Dispositive
Power		  Shared
Dispositive
Power		  Beneficial
Ownership		  Percentage
of Class (2)(3)
RVCF (1)   1,282,796         1,282,796      1,282,796  1,282,796  1.3% of common stock (2.2% of Class A common stock)
RVCF GP (1)             1,282,796      1,282,796  1,282,796  1.3% of common stock (2.2% of Class A common stock)
RSI I                          0.0% of common stock (0.0% of Class A common stock)
RV IV                          0.0% of common stock (0.0% of Class A common stock)
Rosen (1)             1,282,796      1,282,796  1,282,796  1.3% of common stock (2.2% of Class A common stock)

 

(1)Includes shares of Class A common stock issuable upon conversion of 1,282,796 shares of Class B common stock held by RVCF. RVCF GP is the general partner of RVCF. As the Managing Member of RVCF GP, Rosen shares voting and investment authority over these shares.

 

(2)Calculations of the percentage of common stock beneficially owned is based on a total of 95,706,404 shares of common stock (57,009,059 shares of Class A common stock and 38,697,345 shares of Class B common stock) outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2022.

 

(3)Calculations of the percentage of Class A common stock beneficially owned is based on (i) 57,009,059 shares of Class A common stock issued and outstanding as of December 6, 2022, as disclosed in the Quarterly Report on Form 10-Q filed with the SEC on December 14, 2022 and (ii) Class A common stock issuable upon conversion of shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
  Not applicable
 
Item 9. Notice of Dissolution of Group
  Not applicable
 
Item 10. Certification
  Not applicable

 

8

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2023  
     
Ridge Ventures Continuation Fund, L.P.  
     
By: Ridge Ventures CF GP, L.L.C.  
its General Partner  
     
By: /s/ Alex Rosen  
  Name: Alex Rosen  
  Title: Managing Member  
     
Ridge Ventures CF GP, L.L.C.  
     
By: /s/ Alex Rosen  
  Name: Alex Rosen  
Title: Managing Member  
     
Ridge Software Investments I, LLC  
     
By: Ridge Ventures IV, LLC  
its Manager  
     
By: /s/ Alex Rosen  
  Name: Alex Rosen  
  Title: Managing Member  
     
Ridge Ventures IV, LLC  
     
By: /s/ Alex Rosen  
  Name: Alex Rosen  
  Title: Managing Member  
     
/s/ Alex Rosen  
Alex Rosen  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

9

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