SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spark Growth Management Partners II, LLC

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2021		J⁽¹⁾		342,574	D	$0.00⁽¹⁾	0	I	See footnote⁽²⁾
Common Stock	11/19/2021		J⁽¹⁾		3,846	D	$0.00⁽¹⁾	0	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁴⁾	11/19/2021		C			87,689	⁽⁴⁾	⁽⁴⁾	Common Stock	87,689	$0.00⁽⁴⁾	0	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	11/19/2021		C			984	⁽⁴⁾	⁽⁴⁾	Common Stock	984	$0.00⁽⁴⁾	0	I	See footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁴⁾	11/19/2021		C			118,483	⁽⁴⁾	⁽⁴⁾	Common Stock	118,483	$0.00⁽⁴⁾	0	I	See footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁴⁾	11/19/2021		C			1,330	⁽⁴⁾	⁽⁴⁾	Common Stock	1,330	$0.00⁽⁴⁾	0	I	See footnote⁽³⁾
Series E Preferred Stock	⁽⁴⁾	11/19/2021		C			783,961	⁽⁴⁾	⁽⁴⁾	Common Stock	783,961	$0.00⁽⁴⁾	0	I	See footnote⁽²⁾
Series E Preferred Stock	⁽⁴⁾	11/19/2021		C			8,799	⁽⁴⁾	⁽⁴⁾	Common Stock	8,799	$0.00⁽⁴⁾	0	I	See footnote⁽³⁾
Class B Common Stock	⁽⁵⁾	11/19/2021		C		990,133		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	990,133	$0.00⁽⁴⁾	990,133	I	See footnote⁽²⁾
Class B Common Stock	⁽⁵⁾	11/19/2021		C		11,113		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,113	$0.00⁽⁴⁾	11,113	I	See footnote⁽³⁾
Class B Common Stock	⁽⁵⁾	11/19/2021		J⁽¹⁾		342,574		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	342,574	$0.00⁽¹⁾	1,332,707	I	See footnote⁽²⁾
Class B Common Stock	⁽⁵⁾	11/19/2021		J⁽¹⁾		3,846		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,846	$0.00⁽¹⁾	14,959	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Spark Growth Management Partners II, LLC

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(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^*

Spark Capital Growth Fund II, L.P.

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(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^*

Spark Capital Growth Founders Fund II, L.P.

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(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. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7.

2. 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.

3. 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.

4. Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

Remarks:

	Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member	11/23/2021
	Spark Capital Growth Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner	11/23/2021
	Spark Capital Growth Founders' Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner	11/23/2021
	** Signature of Reporting Person	Date
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