0001209191-22-021983.txt : 20220401 0001209191-22-021983.hdr.sgml : 20220401 20220401161608 ACCESSION NUMBER: 0001209191-22-021983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220330 FILED AS OF DATE: 20220401 DATE AS OF CHANGE: 20220401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN MICHAEL MAURICE CENTRAL INDEX KEY: 0001354614 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798439 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: Battery Management Corp. CENTRAL INDEX KEY: 0001548594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798440 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 Ventures XI-B Side Fund, L.P. CENTRAL INDEX KEY: 0001665599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798442 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (617) 948-3600 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: Battery Ventures XI-A Side Fund, L.P. CENTRAL INDEX KEY: 0001665600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798444 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (617) 948-3600 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: Battery Ventures XI-B, L.P. CENTRAL INDEX KEY: 0001665601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798441 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (617) 948-3600 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: Battery Partners XI, LLC CENTRAL INDEX KEY: 0001870316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798447 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 Ventures XI-A, L.P. CENTRAL INDEX KEY: 0001665603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798443 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (617) 948-3600 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: Battery Investment Partners XI, LLC CENTRAL INDEX KEY: 0001665602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798445 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (617) 948-3600 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: Elhafed Morad CENTRAL INDEX KEY: 0001869518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798438 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 XI Side Fund, LLC CENTRAL INDEX KEY: 0001869817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 22798446 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) 964-0585 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-30 0 0001676238 Braze, Inc. BRZE 0001870316 Battery Partners XI, LLC ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001869817 Battery Partners XI Side Fund, LLC ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001665602 Battery Investment Partners XI, LLC ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001665600 Battery Ventures XI-A Side Fund, L.P. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001665603 Battery Ventures XI-A, L.P. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001665599 Battery Ventures XI-B Side Fund, L.P. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001665601 Battery Ventures XI-B, L.P. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001548594 Battery Management Corp. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001354614 BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001869518 Elhafed Morad ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 Class A Common Stock 2022-03-30 4 C 0 69379 A 69379 I By Battery Investment Partners XI, LLC Class A Common Stock 2022-03-30 4 C 0 1496927 A 1496927 I By Battery Ventures XI-A, L.P. Class A Common Stock 2022-03-30 4 C 0 395521 A 395521 I By Battery Ventures XI-B, L.P. Class A Common Stock 2022-03-30 4 C 0 1555216 A 1555216 I By Battery Ventures XI-A Side Fund, L.P. Class A Common Stock 2022-03-30 4 C 0 337232 A 337232 I By Battery Ventures XI-B Side Fund, L.P. Class A Common Stock 29250 I By Battery Investment Partners Select Fund I, L.P. Class A Common Stock 1395750 I By Battery Ventures Select Fund I, L.P. Class B Common Stock 2022-03-30 4 C 0 69379 0.00 D Class A Common Stock 69379 208137 I By Battery Investment Partners XI, LLC Class B Common Stock 2022-03-30 4 C 0 1496927 0.00 D Class A Common Stock 1496927 4490780 I By Battery Ventures XI-A, L.P. Class B Common Stock 2022-03-30 4 C 0 395521 0.00 D Class A Common Stock 395521 1186562 I By Battery Ventures XI-B, L.P. Class B Common Stock 2022-03-30 4 C 0 1555216 0.00 D Class A Common Stock 1555216 4665647 I By Battery Ventures XI-A Side Fund, L.P. Class B Common Stock 2022-03-30 4 C 0 337232 0.00 D Class A Common Stock 337232 1011695 I By Battery Ventures XI-B Side Fund, L.P. Class B Common Stock Class A Common Stock 221708 221708 I By Battery Investment Partners Select Fund I, L.P. Class B Common Stock Class A Common Stock 1141717 1141717 I By Battery Ventures Select Fund I, L.P. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock. Shares are held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI. 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 BIP XI. 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. Shares are held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A. BP XI may be deemed to beneficially own the shares held by BV XI-A. BP XI's investment adviser is BMC. 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 BV XI-A. Shares are held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B. BP XI may be deemed to beneficially own the shares held by BV XI-B. BP XI's investment adviser is BMC. 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 BV XI-B. Shares are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. 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 BV XI-A SF. Shares are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. 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 BV XI-B SF. 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. 1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with the Form 4 being filed by Battery Partners Select Fund I GP, LLC and other filing persons. /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P. 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P. 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P. 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P. 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Management Corp. 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 2022-04-01 /s/ Christopher Schiavo, as Attorney-in-Fact for Morad Elhafed 2022-04-01