0001209191-21-064926.txt : 20211116 0001209191-21-064926.hdr.sgml : 20211116 20211116201956 ACCESSION NUMBER: 0001209191-21-064926 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: Battery Management Corp. CENTRAL INDEX KEY: 0001548594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418066 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418068 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418070 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418067 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418073 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418069 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418071 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 Side Fund, LLC CENTRAL INDEX KEY: 0001869817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 211418072 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 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 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. 1 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 Select Fund I GP, LLC and other filing persons and by Michael M. Brown and other filing persons. /s/ Christopher Schiavo, as Attorney-in-Fact for BatteryPartners XI, LLC 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P. 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P. 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P. 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P. 2021-11-16 /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Management Corp. 2021-11-16