0001209191-22-025255.txt : 20220421
0001209191-22-025255.hdr.sgml : 20220421
20220421211000
ACCESSION NUMBER: 0001209191-22-025255
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220419
FILED AS OF DATE: 20220421
DATE AS OF CHANGE: 20220421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Meritech Capital Associates VI L.L.C.
CENTRAL INDEX KEY: 0001741044
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22843105
BUSINESS ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650.475.2200
MAIL ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Meritech Capital Partners VI L.P.
CENTRAL INDEX KEY: 0001741043
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22843101
BUSINESS ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650.475.2200
MAIL ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kurland Alexander
CENTRAL INDEX KEY: 0001887136
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22843104
MAIL ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Meritech Capital Entrepreneurs VI L.P.
CENTRAL INDEX KEY: 0001747618
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22843102
BUSINESS ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-475-2200
MAIL ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Meritech Capital Affiliates VI L.P.
CENTRAL INDEX KEY: 0001747623
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41065
FILM NUMBER: 22843103
BUSINESS ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-475-2200
MAIL ADDRESS:
STREET 1: 245 LYTTON AVENUE, SUITE 125
CITY: PALO ALTO
STATE: CA
ZIP: 94301
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
2022-04-19
1
0001676238
Braze, Inc.
BRZE
0001741044
Meritech Capital Associates VI L.L.C.
245 LYTTON AVE
SUITE 125
PALO ALTO
CA
94301
0
0
1
0
0001887136
Kurland Alexander
245 LYTTON AVENUE
SUITE 125
PALO ALTO
CA
94301
0
0
1
0
0001747623
Meritech Capital Affiliates VI L.P.
245 LYTTON AVE, SUITE 125
PALO ALTO
CA
94301
0
0
1
0
0001747618
Meritech Capital Entrepreneurs VI L.P.
245 LYTTON AVE, SUITE 125
PALO ALTO
CA
94301
0
0
1
0
0001741043
Meritech Capital Partners VI L.P.
245 LYTTON AVE, SUITE 125
PALO ALTO
CA
94301
0
0
1
0
Class A Common Stock
2022-04-19
4
J
0
485134
0.00
D
2749094
I
See footnotes
Class A Common Stock
2022-04-19
4
J
0
115549
0.00
D
654777
I
See footnotes
Class A Common Stock
2022-04-19
4
J
0
17495
0.00
D
99137
I
See footnotes
Class A Common Stock
2022-04-19
4
J
0
27606
0.00
A
27606
I
The Madera Trust Dated 12/2/2002
Class A Common Stock
2022-04-19
4
J
0
9202
0.00
A
9202
I
Madera Family LP
Class A Common Stock
2022-04-19
4
J
0
35950
0.00
A
35950
I
Robert D. Ward and Lee Landry Ward Trustees u/a/d 2/11/2000
Class A Common Stock
2022-04-19
4
J
0
35914
0.00
A
35914
I
Bischof / O'Rourke Revocable Trust Dated 5/3/2007
Class A Common Stock
2022-04-19
4
J
0
35022
0.00
A
35022
I
The Shin-Sherman Family Trust Dated 7/23/2009
Class A Common Stock
2022-04-19
4
J
0
7304
0.00
A
7304
D
Class A Common Stock
2022-04-19
4
J
0
637
0.00
A
1798
D
Class A Common Stock
2022-04-19
4
J
0
1802
0.00
A
1802
D
Class A Common Stock
592802
I
See footnotes
Class A Common Stock
15848
I
See footnotes
Class A Common Stock
8017
I
See footnotes
On April 19, 2022, Meritech Capital Partners V L.P. ("MCP V") distributed, for no consideration, 485,134 shares of the Issuer's Class A Common Stock (the "MCP V Shares") to its limited partners and to Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, representing each such partner's pro rata interest in such MCP V Shares. On the same date, GP V distributed, for no consideration, the MCP V Shares it received in the distribution by MCP V to its members, representing each such member's pro rata interest in such MCP V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by MCP V. Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Paul Madera ("Madera"), George Bischof ("Bischof"), Craig Sherman ("Sherman"), Rob Ward ("Ward"), Max Motschwiller ("Motschwiller"), Alexander Kurland ("Kurland") and Alex Clayton ("Clayton") are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCP V.
Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
On April 19, 2022, Meritech Capital Partners V Sidecar L.P. ("MCP V Sidecar") distributed, for no consideration, 115,549 shares of the Issuer's Class A Common Stock (the "MCP V Sidecar Shares") to its limited partners and to GP V, the general partner of MCP V Sidecar, representing each such partner's pro rata interest in such MCP V Sidecar Shares. On the same date, GP V distributed, for no consideration, the MCP V Sidecar Shares it received in the distribution by MCP V Sidecar to its members, representing each such member's pro rata interest in such MCP V Sidecar Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by MCP V Sidecar. GP V, the general partner of MCP V Sidecar, has sole voting and dispositive power with respect to the shares held by MCP V. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCP V Sidecar.
On April 19, 2022, Meritech Capital Affiliates V L.P. ("MCA V") distributed, for no consideration, 17,495 shares of the Issuer's Class A Common Stock (the "MCA V Shares") to its limited partners and to GP V, the general partner of MCA V, representing each such partner's pro rata interest in such MCP A Shares. On the same date, GP V distributed, for no consideration, the MCA V Shares it received in the distribution by MCA V to its members, representing each such member's pro rata interest in such MCA V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by MCA V. GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton are the managing members of GP V or otherwise share the voting and dispositive power with respect to the shares held by MCA V.
Represents shares received by The Madera Trust Dated 12/2/2002 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by a family trust for which Madera is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Madera, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Madera Family LP pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by a family limited partnership for which Madera is the general partner. Each of the Reporting Persons disclaims the existence of a "group" and, other than Madera, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Robert D. Ward and Lee Landry Ward Trustees u/a/d 2/11/2000 pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by a family trust for which Ward is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ward, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Bischof / O'Rourke Revocable Trust Dated 5/3/2007
pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by a family trust for which Bischof is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Bischof, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by The Shin-Sherman Family Trust Dated 7/23/2009
pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares are held by a family trust for which Sherman is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Sherman, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Represents shares received by Motschwiller pursuant to pro rata distributions by MCP V, MCP V Sidecar, MCA V and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Motschwiller.
Represents shares received by Clayton pursuant to pro rata distributions by MCP V, MCP V Sidecar and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Includes 1,161 shares received by Clayton prior to the date hereof pursuant to a pro rata distribution by an entity in which Clayton holds an assignee interest, for no consideration, of shares of the Issuer's Class A Common Stock to its members. The aforementioned distribution was made in accordance with the exemption afforded by Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Clayton.
Represents shares received by Kurland pursuant to pro rata distributions by MCP V, MCP V Sidecar and GP V, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Kurland.
Shares are held by Meritech Capital Partners VI L.P. ("MCP VI"). Meritech Capital Associates VI L.L.C. ("GP VI"), the general partner of MCP VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCP VI.
Shares are held by Meritech Capital Affiliates VI L.P. ("MCA VI"). GP VI, the general partner of MCA VI, has sole voting and dispositive power with respect to the shares held by MCA VI. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCA VI.
Shares are held by Meritech Capital Entrepreneurs VI L.P. ("MCE VI"). GP VI, the general partner of MCE VI, has sole voting and dispositive power with respect to the shares held by MCP VI. Madera, Bischof, Sherman, Ward, Motschwiller, Kurland and Clayton, the managing members of GP VI, share the voting and dispositive power with respect to the shares held by MCE VI.
This Form 4 is one of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P., Meritech Capital Entrepreneurs VI L.P., Paul S. Madera, Robert D. Ward, George H. Bischof, Craig Sherman, Max Motschwiller, Alexander Kurland and Alex Clayton. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.
Meritech Capital Associates VI L.L.C., /s/ Joel Backman, Attorney-in-Fact
2022-04-21
Alexander Kurland, /s/ Joel Backman, Attorney-in-Fact
2022-04-21
Meritech Capital Affiliates VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact
2022-04-21
Meritech Capital Entrepreneurs VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact
2022-04-21
Meritech Capital Partners VI L.P., by Meritech Capital Associates VI L.L.C., its general partner, /s/ Joel Backman, Attorney-in-Fact
2022-04-21