SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Meritech Capital Associates VI L.L.C.

(Last)

(First)

(Middle)

245 LYTTON AVE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021

3. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	73,215⁽²⁾	⁽¹⁾	I	See footnote⁽³⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,957⁽²⁾	⁽¹⁾	I	See footnote⁽⁴⁾
Series A-1 Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	990⁽²⁾	⁽¹⁾	I	See footnote⁽⁵⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	332,568⁽²⁾	⁽¹⁾	I	See footnote⁽⁶⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,688⁽²⁾	⁽¹⁾	I	See footnote⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,058,056⁽²⁾	⁽¹⁾	I	See footnote⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	30,816⁽²⁾	⁽¹⁾	I	See footnote⁽⁷⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	519,587⁽²⁾	⁽¹⁾	I	See footnote⁽³⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,891⁽²⁾	⁽¹⁾	I	See footnote⁽⁴⁾
Series A Preferred-NV Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,027⁽²⁾	⁽¹⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	46,176⁽²⁾	⁽¹⁾	I	See footnote⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,344⁽²⁾	⁽¹⁾	I	See footnote⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,797,428⁽²⁾	⁽¹⁾	I	See footnote⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	770,326⁽²⁾	⁽¹⁾	I	See footnote⁽⁸⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	74,784⁽²⁾	⁽¹⁾	I	See footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Meritech Capital Associates VI L.L.C.

(Last)

(First)

(Middle)

245 LYTTON AVE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bischof George

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Clayton Alexander

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kurland Alexander

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MADERA PAUL S

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Motschwiller Max

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sherman Craig

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ward Rob

(Last)

(First)

(Middle)

245 LYTTON AVENUE

SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock-NV, Series A-1 Preferred Stock, Series A Preferred Stock, Series A Preferred Stock-NV, Series C 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.

2. 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.

3. Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof"), Craig Sherman ("Sherman"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton"), the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCP VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

4. Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCA VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

5. Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCE VI. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton, the managing members of GP VI, share voting and dispositive power with respect to the shares held by MCE VI. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCE VI (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

6. Shares are held by Meritech Capital Partners V L.P. ("MCP V"). Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

7. Shares are held by Meritech Capital Affiliates V L.P. ("MCA V"). GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

8. Shares are held by Meritech Capital Partners V Sidecar L.P. ("MCS V"). GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof, Sherman, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

Remarks:

This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: 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., Meritech Capital Entrepreneurs VI L.P., Paul S. Madera, Robert D. Ward, George H. Bischof, Craig Sherman, Max Motschwiller, Alexander Kurland and Alex Clayton. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.

	Meritech Capital Associates VI L.L.C. /s/ Joel Backman, Attorney-in-fact	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for George Bischof	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Alex Clayton	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Alexander Kurland	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Paul S. Madera	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Max Motschwiller	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Craig Sherman	03/11/2022
	/s/ Joel Backman, Attorney-in-fact for Robert D. Ward	03/11/2022
	** 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 5 (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).
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