SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1) *
Braze, Inc.
(Name
of Issuer)
Class A Common Stock, par value $0.0001
(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:
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 16 Pages
Exhibit Index Contained on Page 14
CUSIP NO. 10576N102 |
13
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Page 2
of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Partners V L.P. (“MCP V”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
1,075,916 shares, except that Meritech Capital Associates V L.L.C. (“MCA V”), the general partner of MCP V, may be deemed
to have sole voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
1,075,916 shares, except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power with respect to such shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,075,916 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.9% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 10576N102 |
13
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Page
3 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Affiliates V L.P. (“MC AFF V”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
38,798 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
38,798 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole dispositive power with respect to such shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
38,798 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 10576N102 |
13
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Page
4 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Partners V Sidecar L.P. (“MC V Sidecar”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
256,260 shares, except that MCA V, the general partner of MC V Sidecar, may be deemed to have sole voting power with respect to such
shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
256,260 shares, except that MCA V, the general partner of MC V Sidecar, may be deemed to have sole dispositive power with respect
to such shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
256,260 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.4% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 10576N102 |
13
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Page
5 of 16 |
1 |
NAME
OF REPORTING PERSON Meritech
Capital Associates V L.L.C. (“MCA V”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
1,370,974 shares, of which 1,075,916 shares are held by MCP V, 38,798 shares are held by MC AFF V and 256,260 shares are held by MC V
Sidecar, for whom MCA V serves as general partner.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
1,370,974 shares, of which 1,075,916 shares are held by MCP V, 38,798 shares are held by MC AFF V and 256,260 shares are held by MC V
Sidecar, for whom MCA V serves as general partner.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,370,974 |
10 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
2.4% |
12 |
TYPE OF REPORTING PERSON*
|
OO |
CUSIP NO. 10576N102 |
13
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Page
6 of 16 |
1 |
NAME
OF REPORTING PERSON Meritech Capital Partners VI L.P. (“MCP VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
592,802 shares, except that Meritech Capital Associates VI L.L.C. (“MCA VI”), the general partner of MCP VI, may be deemed
to have sole voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
592,802 shares, except that MCA VI, the general partner of MCP VI, may be deemed to have sole dispositive power with respect to such
shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
592,802 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.0% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 10576N102 |
13
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Page
7 of 16 |
1 |
NAME
OF REPORTING PERSON Meritech Capital Affiliates VI L.P. (“MC AFF VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
15,848 shares, except that MCA VI, the general partner of MC AFF VI, may be deemed to have sole voting power with respect to such
shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
15,848 shares, except that MCA VI, the general partner of MC AFF VI, may be deemed to have sole dispositive power with respect to
such shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
15,848 |
10 |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 10576N102 |
13
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Page
8 of 16 |
1 |
NAME
OF REPORTING PERSON Meritech Capital Entrepreneurs VI L.P. (“MCE VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
8,017 shares, except that MCA VI, the general partner of MCE VI, may be deemed to have sole voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
8,017 shares, except that MCA VI, the general partner of MCE VI, may be deemed to have sole dispositive power with respect to such
shares.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
8,017 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP
NO. 10576N102 |
13
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Page
9 of 16 |
1 |
NAME
OF REPORTING PERSON Meritech Capital Associates VI L.L.C. (“MCA VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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
616,667 shares, of which 592,802 shares are held by MCP VI, 15,848 shares are held by MC AFF VI and 8,017 shares are held by MCE
VI, for whom MCA VI serves as general partner.
|
6 |
SHARED VOTING POWER
See response to row 5.
|
7 |
SOLE DISPOSITIVE POWER
616,667 shares, of which 592,802 shares are held by MCP VI, 15,848 shares are held by MC AFF VI and 8,017 shares are held by MCE
VI, for whom MCA VI serves as general partner.
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
616,667 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.1% |
12 |
TYPE OF REPORTING PERSON*
|
OO |
CUSIP NO. 10576N102 |
13
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Page
10 of 16 |
Braze, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
330 West 34th Street, Floor 18
New York, NY 10001
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by Meritech Capital
Partners V L.P., a Delaware limited partnership (“MCP V”), Meritech Capital Affiliates V L.P., a Delaware limited partnership
(“MC AFF V”), Meritech Capital Partners V Sidecar L.P., a Delaware limited partnership (“MC V Sidecar”), Meritech
Capital Associates V L.L.C., a Delaware limited liability company (“MCA V”), Meritech Capital Partners VI L.P., a Delaware
limited partnership (“MCP VI”), Meritech Capital Affiliates VI L.P., a Delaware limited partnership (“MC AFF VI”),
Meritech Capital Entrepreneurs VI L.P., a Delaware limited partnership (“MCE VI”) and Meritech Capital Associates VI L.L.C.,
a Delaware limited liability company (“MCA VI”). The foregoing entities are collectively referred to as the “Reporting
Persons.”
MCA V is the general partner of each of MCP V, MC AFF V and
MC V Sidecar, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP V, MC AFF V and MC
V Sidecar.
MCA VI is the general partner of each of MCP VI, MC AFF VI
and MCE VI, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP VI, MC AFF VI and MCE
VI.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
Meritech Capital Partners
245 Lytton Ave, Suite 125
Palo Alto, CA 94301
MCP V, MC AFF V, MC V Sidecar, MCP VI,
MC AFF VI and MCE VI are Delaware limited partnerships. MCA V and MCA VI are Delaware limited liability companies.
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Class A Common Stock, par value $0.0001
CUSIP #10576N102
CUSIP NO. 10576N102 |
13
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Page
11 of 16 |
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect
to the ownership of the Class A Common Stock of the issuer by the Reporting Persons filing this Statement is provided as of December 31,
2022 (based on 57,009,059 shares of Class A Common Stock outstanding as of December 6, 2022, as reported by the issuer in its
Form 10-Q for the quarterly period ended October 31, 2022).
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each
Reporting Person.
See Row 11 of cover page for each
Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each
Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each
Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each
Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each
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 5 percent of the class of securities,
check the following x.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in
the limited partnership agreements of MCP V, MC AFF V, MC V Sidecar, MCP VI, MC AFF VI and MCE VI and the limited liability company agreements
of MCA V and MCA VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have
the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are
a partner or member, as the case may be.
CUSIP NO. 10576N102 |
13
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Page
12 of 16 |
| 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.
Not applicable.
CUSIP NO. 10576N102 |
13
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Page 13
of 16 |
SIGNATURES
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.
Date: February 14, 2023
Entities: |
|
|
|
|
|
Meritech Capital Partners V L.P. |
|
Meritech Capital Affiliates V L.P. |
|
Meritech Capital Partners V Sidecar L.P. |
|
Meritech Capital Associates V L.L.C. |
|
Meritech Capital Partners VI L.P. |
|
Meritech Capital Affiliates VI L.P. |
|
Meritech Capital Entrepreneurs VI L.P. |
|
Meritech Capital Associates VI L.L.C. |
|
By: |
/s/ Joel Backman |
|
|
Joel Backman, Attorney-in-fact |
|
|
for above-listed entities |
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 10576N102 |
13
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Page 14
of 16 |
EXHIBIT INDEX
|
Found
on
Sequentially |
Exhibit |
Numbered
Page |
|
|
Exhibit A: Agreement
of Joint Filing |
15 |
|
|
Exhibit B: Reference
to Joel Backman as Attorney-in-Fact |
16 |
CUSIP NO. 10576N102 |
13
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Page 15
of 16 |
exhibit
A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Braze, Inc. shall be filed
on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the
appropriate agencies.
CUSIP NO. 10576N102 |
13
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Page 16
of 16 |
exhibit
B
Reference to Joel Backman as Attorney-in-Fact
Joel Backman has signed the enclosed documents
as Attorney-In-Fact on behalf of Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar
L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P. and Meritech Capital Entrepreneurs VI L.P. Note that a copy
of the applicable Power of Attorney is already on file with the appropriate agencies.
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