0000899243-21-044938.txt : 20211116
0000899243-21-044938.hdr.sgml : 20211116
20211116203012
ACCESSION NUMBER: 0000899243-21-044938
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: Spark Capital Growth Fund II, L.P.
CENTRAL INDEX KEY: 0001671626
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418113
BUSINESS ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 830-2000
MAIL ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spark Growth Management Partners II, LLC
CENTRAL INDEX KEY: 0001846116
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418114
BUSINESS ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-830-2000
MAIL ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spark Capital Growth Founders Fund II, L.P.
CENTRAL INDEX KEY: 0001699504
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 211418112
BUSINESS ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 830-2000
MAIL ADDRESS:
STREET 1: 137 NEWBURY STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
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
0001846116
Spark Growth Management Partners II, LLC
137 NEWBURY STREET, FLOOR 8
BOSTON
MA
02116
0
0
1
0
0001671626
Spark Capital Growth Fund II, L.P.
137 NEWBURY STREET, FLOOR 8
BOSTON
MA
02116
0
0
1
0
0001699504
Spark Capital Growth Founders Fund II, L.P.
137 NEWBURY STREET, FLOOR 8
BOSTON
MA
02116
0
0
1
0
Common Stock
342574
I
See footnote
Common Stock
3846
I
See footnote
Series A Preferred Stock
Common Stock
87689
I
See footnote
Series A Preferred Stock
Common Stock
984
I
See footnote
Series A-1 Preferred Stock
Common Stock
118483
I
See footnote
Series A-1 Preferred Stock
Common Stock
1330
I
See footnote
Series E Preferred Stock
Common Stock
783961
I
See footnote
Series E Preferred Stock
Common Stock
8799
I
See footnote
All shares of the preferred stock, par value $0.0001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The preferred stock has no expiration date.
These shares are held of record by Spark Capital Growth Fund II, L.P. ("Spark Growth II"). Spark Growth Management Partners II, LLC ("SGMP II") is the general partner of Spark Growth II. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet (the "SGMP II Managing Members") are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
These shares are held of record by Spark Capital Growth Founders' Fund II, L.P. ("Spark Growth FF II"). SGMP II is the general partner of Spark Growth FF II and the SGMP II Managing Members are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member
2021-11-16
Spark Capital Growth Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner
2021-11-16
Spark Capital Growth Founders' Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner
2021-11-16