Neeraj Agrawal - Apr 1, 2025 Form 4 Insider Report for Braze, Inc. (BRZE)

Role
Director
Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal
Stock symbol
BRZE
Transactions as of
Apr 1, 2025
Transactions value $
$0
Form type
4
Date filed
4/14/2025, 06:04 PM
Previous filing
Mar 18, 2025
Next filing
Apr 10, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRZE Class A Common Stock Conversion of derivative security +54K +1275.69% 58.2K Apr 1, 2025 By Battery Investment Partners XI, LLC F1, F2
transaction BRZE Class A Common Stock Conversion of derivative security +1.17M +1275.89% 1.26M Apr 1, 2025 By Battery Ventures XI-A, L.P. F1, F3
transaction BRZE Class A Common Stock Conversion of derivative security +308K +1275.93% 332K Apr 1, 2025 By Battery Ventures XI-B, L.P. F1, F4
transaction BRZE Class A Common Stock Conversion of derivative security +1.21M +1275.93% 1.31M Apr 1, 2025 By Battery Ventures XI-A Side Fund, L.P. F1, F5
transaction BRZE Class A Common Stock Conversion of derivative security +262K +1275.77% 283K Apr 1, 2025 By Battery Ventures XI-B Side Fund, L.P. F1, F6
transaction BRZE Class A Common Stock Other $0 -55K -94.43% $0.00 3.24K Apr 10, 2025 By Battery Investment Partners XI, LLC F2, F7
transaction BRZE Class A Common Stock Other $0 -1.19M -94.43% $0.00 70K Apr 10, 2025 By Battery Ventures XI-A, L.P. F3, F8
transaction BRZE Class A Common Stock Other $0 -314K -94.43% $0.00 18.5K Apr 10, 2025 By Battery Ventures XI-B, L.P. F4, F9
transaction BRZE Class A Common Stock Other $0 -1.23M -94.43% $0.00 72.7K Apr 10, 2025 By Battery Ventures XI-A Side Fund, L.P. F5, F10
transaction BRZE Class A Common Stock Other $0 -267K -94.43% $0.00 15.8K Apr 10, 2025 By Battery Ventures XI-B Side Fund, L.P. F6, F11
transaction BRZE Class A Common Stock Other $0 +298K $0.00 298K Apr 10, 2025 By Battery Partners XI, LLC F12, F13
transaction BRZE Class A Common Stock Other $0 -298K -100% $0.00 0 Apr 10, 2025 By Battery Partners XI, LLC F13, F14
transaction BRZE Class A Common Stock Other $0 +369K $0.00 369K Apr 10, 2025 By Battery Partners XI Side Fund, LLC F15, F16
transaction BRZE Class A Common Stock Other $0 -369K -100% $0.00 0 Apr 10, 2025 By Battery Partners XI Side Fund, LLC F16, F17
holding BRZE Class A Common Stock 29.3K Apr 1, 2025 By Battery Investment Partners Select Fund I,L.P. F18
holding BRZE Class A Common Stock 1.4M Apr 1, 2025 By Battery Ventures Select Fund I,L.P. F19
holding BRZE Class A Common Stock 232K Apr 1, 2025 Direct F20
holding BRZE Class A Common Stock 492K Apr 1, 2025 By Trust F20, F21, F22
holding BRZE Class A Common Stock 1.51K Apr 1, 2025 By Trust F23

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BRZE Class B Common Stock Conversion of derivative security $0 -54K -35.03% $0.00 100K Apr 1, 2025 Class A Common Stock 54K By Battery Investment Partners XI, LLC F1, F2, F24
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.17M -35.04% $0.00 2.16M Apr 1, 2025 Class A Common Stock 1.17M By Battery Ventures XI-A, L.P. F1, F3, F24
transaction BRZE Class B Common Stock Conversion of derivative security $0 -308K -35.04% $0.00 571K Apr 1, 2025 Class A Common Stock 308K By Battery Ventures XI-B, L.P. F1, F4, F24
transaction BRZE Class B Common Stock Conversion of derivative security $0 -1.21M -35.04% $0.00 2.24M Apr 1, 2025 Class A Common Stock 1.21M By Battery Ventures XI-A Side Fund, L.P. F1, F5, F24
transaction BRZE Class B Common Stock Conversion of derivative security $0 -262K -35.04% $0.00 487K Apr 1, 2025 Class A Common Stock 262K By Battery Ventures XI-B Side Fund, L.P. F1, F6, F24
holding BRZE Class B Common Stock 222K Apr 1, 2025 Class A Common Stock 222K By Battery Investment Partners Select Fund I, L.P. F18, F24
holding BRZE Class B Common Stock 1.14M Apr 1, 2025 Class A Common Stock 1.14M By Battery Ventures Select Fund I, L.P. F19, F24
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
F2 Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F3 Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F4 Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F5 Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F6 Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F7 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BIP XI to its members without additional consideration.
F8 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A to its general partner and limited partners without additional consideration.
F9 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B to its general partner and limited partners without additional consideration.
F10 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A SF to its general partner and limited partners without additional consideration.
F11 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B SF to its general partner and limited partners without additional consideration.
F12 Represents receipt of securities in the distributions in kind described in footnotes (8) and (9).
F13 Securities are held by BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F14 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
F15 Represents receipt of securities in the distributions in kind described in footnotes (10) and (11).
F16 Securities are held by BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F17 Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
F18 Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F19 Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F20 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (14) and (17).
F21 The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7).
F22 Securities are held by the Neeraj Agrawal Irrevocable GST Trust of 2013, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F23 Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
F24 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.

Remarks:

The conversions of Class B Common Stock to Class A Common Stock reported on this Form 4 preceded the filing of the Reporting Person's most recent Form 4 on April 10, 2025 (the "April 10 Form 4"). The holdings of Class A Common Stock reflected in the April 10 Form 4 are deemed to be updated by the disclosures in this filing.