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^*

InterWest Management Partners X, LLC

(Last)

(First)

(Middle)

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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 B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,824,395⁽²⁾	⁽¹⁾	I	By InterWest Partners X, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,603,848⁽²⁾	⁽¹⁾	I	By InterWest Partners X, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	95,976⁽²⁾	⁽¹⁾	I	By InterWest Partners X, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

InterWest Management Partners X, LLC

(Last)

(First)

(Middle)

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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^*

INTERWEST PARTNERS X LP

(Last)

(First)

(Middle)

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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^*

Kliman Gilbert H

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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^*

NASR KHALED

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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^*

Desai Keval

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

467 FIRST STREET, SUITE 201

(Street)

LOS ALTOS

94022

(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 B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will automatically convert into shares of 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. The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Remarks:

	/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Management Partners X, LLC	11/16/2021
	/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Partners X, LP	11/16/2021
	/s/ Karen A. Wilson, as Attorney-in-Fact for Gilbert H. Kliman	11/16/2021
	/s/ Karen A. Wilson, as Attorney-in-Fact for Khalad A. Nasr	11/16/2021
	/s/ Karen A. Wilson, as Attorney-in-Fact for Keval Desai	11/16/2021
	** 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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