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