Braze Inc.

10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:16

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Battery Partners XI, LLC
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BATTERY VENTURES , ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
BOSTON MA 02210
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Battery Partners XI, LLC
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210


Battery Partners XI Side Fund, LLC
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Battery Investment Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100

BOSTON, MA02210
X
Battery Ventures XI-A Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100

BOSTON, MA02210
X
Battery Ventures XI-A, L.P.
ONE MARINA PARK DRIVE, SUITE 1100

BOSTON, MA02210
X
Battery Ventures XI-B Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100

BOSTON, MA02210
X
Battery Ventures XI-B, L.P.
ONE MARINA PARK DRIVE, SUITE 1100

BOSTON, MA02210
X

Signatures

/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P. 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P. 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P. 2024-10-04
**Signature of Reporting Person Date
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P. 2024-10-04
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners XI, LLC ("BIP XI") to its members without additional consideration.
(2) Securities are held by BIP XI. Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the securities held by BIP XI. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(3) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A, L.P. ("BV XI-A") to its general partner and limited partners without additional consideration.
(4) Securities are held by BV XI-A. BP XI is the general partner of BV XI-A and may be deemed to beneficially own the securities held by BV XI-A. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(5) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B, L.P. ("BV XI-B") to its general partner and limited partners without additional consideration.
(6) Securities are held by BV XI-B. BP XI is the general partner of BV XI-B and may be deemed to beneficially own the securities held by BV XI-B. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(7) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") to its general partner and limited partners without additional consideration.
(8) Securities are held by BV XI-A SF. Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the securities held by BV XI-A SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(9) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to its general partner and limited partners without additional consideration.
(10) Securities are held by BV XI-B SF. BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the securities held by BV XI-B SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(11) Represents receipt of securities in the distributions in kind described in footnotes (3) and (5).
(12) Securities are held by BP XI. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(13) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
(14) Represents receipt of securities in the distributions in kind described in footnotes (7) and (9).
(15) Securities are held by BP XI SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of 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.
(16) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.