0001894090-22-000003.txt : 20221108 0001894090-22-000003.hdr.sgml : 20221108 20221108164421 ACCESSION NUMBER: 0001894090-22-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221104 FILED AS OF DATE: 20221108 DATE AS OF CHANGE: 20221108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Binder Clip Holdings LLC CENTRAL INDEX KEY: 0001893905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 221369579 BUSINESS ADDRESS: STREET 1: PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: (202) 551-1737 MAIL ADDRESS: STREET 1: PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Appboy BH LLC CENTRAL INDEX KEY: 0001950486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 221369578 BUSINESS ADDRESS: STREET 1: C/O APRIO STREET 2: 7 PENN PLAZA, SUITE 210 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (646) 859-8106 MAIL ADDRESS: STREET 1: C/O APRIO STREET 2: 7 PENN PLAZA, SUITE 210 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCG7 Capital Inc. CENTRAL INDEX KEY: 0001894090 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 221369580 BUSINESS ADDRESS: STREET 1: FASKEN, SUITE 2900 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 0A3 BUSINESS PHONE: (202) 551-1737 MAIL ADDRESS: STREET 1: C/O PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2022-11-04 0 0001676238 Braze, Inc. BRZE 0001894090 MCG7 Capital Inc. C/O PAUL HASTINGS LLP 200 PARK AVENUE NEW YORK NY 10166 0 0 1 0 0001893905 Binder Clip Holdings LLC C/O PAUL HASTINGS LLP 200 PARK AVENUE NEW YORK NY 10166 0 0 1 0 0001950486 Appboy BH LLC C/O APRIO 7 PENN PLAZA, SUITE 210 NEW YORK NY 10001 0 0 1 0 Class A Common Stock 2022-11-04 4 C 0 1000000 A 4000000 I see footnote Class A Common Stock 2022-11-07 4 C 0 355448 A 4355448 I see footnote Class A Common Stock 2022-11-07 4 J 0 355448 D 4355448 I see footnote Class B Common Stock 2022-11-04 4 C 0 1000000 0 D Class A Common Stock 1000000 4634408 I see footnote Class B Common Stock 2022-11-07 4 C 0 355448 0 D Class A Common Stock 355448 4278960 I see footnote Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), was converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder. The shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7 and the board of managers of Binder are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7 and each manager of Binder disclaims beneficial ownership of such securities. The 355,448 Class A shares held by Binder were contributed to its direct, wholly-owned subsidiary, Appboy BH LLC ("Appboy"). Contribution to wholly-owned subsidiary for no cash consideration. The shares held by Appboy, the direct wholly-owned subsidiary of Binder, which is the indirect, wholly-owned subsidiary of MCG7, may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Appboy is exercised by the board of managers of Appboy. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7, the board of managers of Binder, and the board of managers of Appboy are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7, each manager of Binder, and each manager of Appboy disclaims beneficial ownership of such securities. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock. MCG7 Capital Inc., by /s/ Jacob Horowitz, Director 2022-11-08 Binder Clip Holdings LLC, by /s/ Jacob Horowitz, Manager 2022-11-08 Appboy BH LLC, by /s/ Jacob Horowitz, Manager 2022-11-08