0001209191-21-064928.txt : 20211116
0001209191-21-064928.hdr.sgml : 20211116
20211116202116
ACCESSION NUMBER: 0001209191-21-064928
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211116
FILED AS OF DATE: 20211116
DATE AS OF CHANGE: 20211116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FLEISCHER RUSSELL L
CENTRAL INDEX KEY: 0001108424
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418087
MAIL ADDRESS:
STREET 1: 2180 RUTHERFORD ROAD
CITY: CARLSBAD
STATE: CA
ZIP: 92008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TOBIN SCOTT R
CENTRAL INDEX KEY: 0001199926
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418083
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lee Roger H
CENTRAL INDEX KEY: 0001404868
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418086
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Feldman Jesse
CENTRAL INDEX KEY: 0001568322
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418082
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stoner Chelsea R.
CENTRAL INDEX KEY: 0001741527
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418085
MAIL ADDRESS:
STREET 1: C/O AVALARA, INC.
STREET 2: 255 SOUTH KING ST., SUITE 1800
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thakker Dharmesh
CENTRAL INDEX KEY: 0001869544
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418084
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures Select Fund I, L.P.
CENTRAL INDEX KEY: 0001844915
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418089
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Investment Partners Select Fund I, L.P.
CENTRAL INDEX KEY: 0001845092
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418090
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners Select Fund I GP, LLC
CENTRAL INDEX KEY: 0001869352
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418091
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners Select Fund I, L.P.
CENTRAL INDEX KEY: 0001869424
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418088
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Braze, Inc.
CENTRAL INDEX KEY: 0001676238
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 452505271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: (609) 964-0582
MAIL ADDRESS:
STREET 1: 330 WEST 34TH STREET, FLOOR 18
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: Appboy, Inc.
DATE OF NAME CHANGE: 20160602
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-11-16
0
0001676238
Braze, Inc.
BRZE
0001869352
Battery Partners Select Fund I GP, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001845092
Battery Investment Partners Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001844915
Battery Ventures Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001869424
Battery Partners Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001108424
FLEISCHER RUSSELL L
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001404868
Lee Roger H
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001741527
Stoner Chelsea R.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001869544
Thakker Dharmesh
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001199926
TOBIN SCOTT R
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001568322
Feldman Jesse
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
Series A-1 Preferred-NV Stock
Common Stock
38767
I
see footnote
Series A-1 Preferred-NV Stock
Common Stock
37396
I
see footnote
Series A Preferred Stock
Common Stock
159150
I
see footnote
Series A Preferred Stock
Common Stock
1609187
I
see footnote
Series A Preferred-NV Stock
Common Stock
275116
I
see footnote
Series A Preferred-NV Stock
Common Stock
265387
I
see footnote
Series B Preferred Stock
Common Stock
51586
I
see footnote
Series B Preferred Stock
Common Stock
521585
I
see footnote
Series B Preferred-NV Stock
Common Stock
324063
I
see footnote
Series B Preferred-NV Stock
Common Stock
312603
I
see footnote
Series C Preferred Stock
Common Stock
5351696
I
see footnote
Series C Preferred Stock
Common Stock
5162432
I
see footnote
Series D Preferred Stock
Common Stock
781624
I
see footnote
Series D Preferred Stock
Common Stock
753984
I
see footnote
Series E Preferred Stock
Common Stock
1076040
I
see footnote
Series E Preferred Stock
Common Stock
1037988
I
see footnote
Series E Preferred Stock
Common Stock
10972
I
see footnote
Series E Preferred Stock
Common Stock
110945
I
see footnote
Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.
Represents (i) 1,371 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 29,580 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 7,816 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.
Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
Represents (i) 30,732 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 6,664 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.
Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.
Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.
Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.
Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.
Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.
Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.
Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.
Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.
2 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with Form 3s being filed by Battery Partners XI, LLC and other filing persons and by Michael M. Brown and other filing persons.
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners Select Fund I GP, LLC
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners Select Fund I, L.P.
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures Select Fund I, L.P.
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners Select Fund I, L.P.
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea R. Stoner
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin
2021-11-16
/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman
2021-11-16