Sec Form 4 Filing - Kleeger Myles @ Braze, Inc. - 2022-07-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Kleeger Myles
2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres & Chief Customer Officer
(Last) (First) (Middle)
C/O BRAZE, INC., 330 WEST 34TH STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/20/2022
(Street)
NEW YORK, NY10001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 07/20/2022 C 10,897 A 90,897 D
Class A Common Stock 07/20/2022 S( 2 ) 10,897 D $ 46.09( 3 ) 80,000 D
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
Stock Option (Right to Buy) $ 0.26 07/20/202 2 M 10,897 ( 4 ) 12/16/2024 Class B Common Stock( 1 ) 10,897 $ 0 212,448 D
Class B Common Stock ( 1 ) 07/20/2022 M 10,897 ( 1 ) ( 1 ) Class A Common Stock 10,897 $ 0 769,230 D
Class B Common Stock ( 1 ) 07/20/2022 C 10,897 ( 1 ) ( 1 ) Class A Common Stock 10,897 $ 0 758,333 D
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 111,111 111,111 I See footnote( 5 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 111,111 111,111 I See footnote( 5 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,937 100,937 I See footnote( 6 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 65,730 65,730 I See footnote( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kleeger Myles
C/O BRAZE, INC., 330 WEST 34TH STREET
18TH FLOOR
NEW YORK, NY10001
Pres & Chief Customer Officer
Signatures
/s/ Susan Wiseman, Attorney-in-Fact 07/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Shares were sold pursuant to a Rule 10b5-1 trading plan.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.32 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )This award is fully vested.
( 5 )The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
( 6 )The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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