Sec Form 3 Filing - Battery Partners Select Fund I GP, 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
Battery Partners Select Fund I GP, 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)
ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2021
(Street)
BOSTON, MA02210
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 A-1 Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 38,767( 2 ) I see footnote( 3 )( 4 )( 5 )
Series A-1 Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 37,396( 2 ) I see footnote( 5 )( 6 )( 7 )
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 159,150( 2 ) I see footnote( 5 )( 8 )
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,609,187( 2 ) I see footnote( 5 )( 9 )
Series A Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 275,116( 2 ) I see footnote( 4 )( 5 )( 10 )
Series A Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 265,387( 2 ) I see footnote( 5 )( 7 )( 11 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 51,586( 2 ) I see footnote( 5 )( 8 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 521,585( 2 ) I see footnote( 5 )( 9 )
Series B Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 324,063( 2 ) I see footnote( 4 )( 5 )( 12 )
Series B Preferred-NV Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 312,603( 2 ) I see footnote( 5 )( 7 )( 13 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 5,351,696( 2 ) I see footnote( 4 )( 5 )( 14 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 5,162,432( 2 ) I see footnote( 5 )( 7 )( 15 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 781,624( 2 ) I see footnote( 4 )( 5 )( 16 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 753,984( 2 ) I see footnote( 5 )( 7 )( 17 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,076,040( 2 ) I see footnote( 4 )( 5 )( 18 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,037,988( 2 ) I see footnote( 5 )( 7 )( 19 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 10,972( 2 ) I see footnote( 5 )( 8 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 110,945( 2 ) I see footnote( 5 )( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Battery Partners Select Fund I GP, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Investment Partners Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Ventures Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Partners Select Fund I, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
FLEISCHER RUSSELL L
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Lee Roger H
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Stoner Chelsea R.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Thakker Dharmesh
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
TOBIN SCOTT R
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Feldman Jesse
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners Select Fund I GP, LLC 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners Select Fund I, L.P. 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures Select Fund I, L.P. 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners Select Fund I, L.P. 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea R. Stoner 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 11/16/2021
Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman 11/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock, Series A Preferred Stock-NV, Series B Preferred Stock, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B 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 )Represents (i) 1,371 shares held by Battery Investment Partners XI, LLC ("BIP XI"); (ii) 29,580 shares held by Battery Ventures XI-A, L.P. ("BV XI-A"); and (iii) 7,816 shares held by Battery Ventures XI-B, L.P. ("BV XI-B").
( 4 )Battery Partners XI, LLC ("BP XI") is the general partner of each of BV XI-A and BV XI-B and the managing member of BIP XI. BP XI may be deemed to beneficially own the shares held by BIP XI, BV XI-A and BV XI-B (collectively, the ("BP XI Funds"). BP XI's investment adviser is Battery Management Corp. ("BMC"). Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by the BP XI Funds.
( 5 )Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.
( 6 )Represents (i) 30,732 shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and (ii) 6,664 shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF").
( 7 )Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of each of BV XI-A SF and BV XI-B SF (collectively, the "BP XI SF Funds") and may be deemed to beneficially own the shares held by the BP XI SF Funds. BP XI SF's investment adviser is BMC. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by the BP XI SF Funds.
( 8 )Shares are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). Battery Partners Select Fund I GP, LLC ("BP Select I GP") is the general partner of BIP Select I and may be deemed to beneficially own the shares held by BIP Select I. BP Select I GP's investment adviser is BMC. The BP XI Managing Members and Morad Elhafed (collectively, the "BP Select Managing Members") are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I.
( 9 )Shares are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). Battery Partners Select Fund I, L.P. ("BP Select I") is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and may be deemed to beneficially own the shares held by BV Select I. BP Select I GP's investment adviser is BMC. The BP Select Managing Members are the managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I.
( 10 )Represents (i) 9,729 shares held by BIP XI; (ii) 209,921 shares held by BV XI-A; and (iii) 55,466 shares held by BV XI-B.
( 11 )Represents (i) 218,095 shares held by BV XI-A SF and (ii) 47,292 shares held by BV XI-B SF.
( 12 )Represents (i) 11,460 shares held by BIP XI; (ii) 247,269 shares held by BV XI-A; and (iii) 65,334 shares held by BV XI-B.
( 13 )Represents (i) 256,897 shares held by BV XI-A SF and (ii) 55,706 shares held by BV XI-B SF.
( 14 )Represents (i) 189,264 shares held by BIP XI; (ii) 4,083,488 shares held by BV XI-A; and (iii) 1,078,944 shares held by BV XI-B.
( 15 )Represents (i) 4,242,496 shares held by BV XI-A SF and (ii) 919,936 shares held by BV XI-B SF.
( 16 )Represents (i) 27,640 shares held by BIP XI; (ii) 596,400 shares held by BV XI-A; and (iii) 157,584 shares held by BV XI-B.
( 17 )Represents (i) 619,624 shares held by BV XI-A SF and (ii) 134,360 shares held by BV XI-B SF.
( 18 )Represents (i) 38,052 shares held by BIP XI; (ii) 821,049 shares held by BV XI-A; and (iii) 216,939 shares held by BV XI-B.
( 19 )Represents (i) 853,019 shares held by BV XI-A SF and (ii) 184,969 shares held by BV XI-B SF.

Remarks:
2 of 3: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with Form 3s being filed by Battery Partners XI, LLC and other filing persons and by Michael M. Brown and other filing persons.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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