Sec Form 3 Filing - InterWest Management Partners X, LLC @ Braze, Inc. - 2021-11-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
InterWest Management Partners X, LLC
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)
(Last) (First) (Middle)
467 FIRST STREET, SUITE 201,
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2021
(Street)
LOS ALTOS, CA94022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,824,395( 2 ) I By InterWest Partners X, L.P.( 3 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,603,848( 2 ) I By InterWest Partners X, L.P.( 3 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 95,976( 2 ) I By InterWest Partners X, L.P.( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
InterWest Management Partners X, LLC
467 FIRST STREET, SUITE 201
LOS ALTOS, CA94022
X
INTERWEST PARTNERS X LP
467 FIRST STREET, SUITE 201
LOS ALTOS, CA94022
X
Kliman Gilbert H
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201
LOS ALTOS, CA94022
X
NASR KHALED
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201
LOS ALTOS, CA94022
X
Desai Keval
C/O INTERWEST PARTNERS
467 FIRST STREET, SUITE 201
LOS ALTOS, CA94022
X
Signatures
/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Management Partners X, LLC 11/16/2021
Signature of Reporting Person Date
/s/ Karen A. Wilson, as Attorney-in-Fact for InterWest Partners X, LP 11/16/2021
Signature of Reporting Person Date
/s/ Karen A. Wilson, as Attorney-in-Fact for Gilbert H. Kliman 11/16/2021
Signature of Reporting Person Date
/s/ Karen A. Wilson, as Attorney-in-Fact for Khalad A. Nasr 11/16/2021
Signature of Reporting Person Date
/s/ Karen A. Wilson, as Attorney-in-Fact for Keval Desai 11/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
( 2 )Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.
( 3 )The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

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