Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)*
|
Braze, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
10576N102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III, L.P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
752,506.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: : Represents 752,506 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,036,124.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Represents 1,036,124 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI-B, L.P.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,788,630.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Represents 1,788,630 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI -B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI -B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI -B, L.P.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,788,630.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 1,788,630 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI -B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
Divesh Makan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,873,586.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents (a) 1,084,956 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee and (b) 1,788,630 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
William J.G. Griffith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,874,174.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents (a) 1,085,544 shares of Class A Common Stock held by William J.G. Griffith through a family trust of which he is trustee and an estate planning trust having an independent trustee, and (b) 1,788,630 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons
Matthew Jacobson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,336,534.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents (a) 547,904 shares of Class A Common Stock held by Matthew Jacobson through a trust of which he is trustee and (b) 1,788,630 shares of Class A Common Stock held directly by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd.The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024.
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
Braze, Inc. |
| (b) | Address
of issuer's principal executive offices:
63 Madison Building 28 East 28th Street, Floor 12 New York, NY 10016 |
| Item 2. | |
| (a) | Name of person filing:
(i) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III").(ii) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III-B", and together with ICONIQ III, the "ICONIQ III Funds").(iii) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III GP"), the sole general partner of the ICONIQ III Funds.(iv) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ III Parent GP"), the sole general partner of ICONIQ III GP.(v) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V").(vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V-B", and together with ICONIQ V, the "ICONIQ V Funds").(vii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V GP"), the sole general partner of the ICONIQ V Funds.(viii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ V Parent GP"), the sole general partner of ICONIQ V GP.(ix) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").(x) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B", and together with ICONIQ VI, the "ICONIQ VI Funds").(xi) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.(xii) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.(xiii) Divesh Makan, a citizen of the United States ("Makan").(xiv) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ III Parent GP.(xv) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, the sole equity holders of ICONIQ V Parent GP and ICONIQ VI Parent GP. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
10576N102 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) ICONIQ III directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(ii) ICONIQ III-B directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(iii) ICONIQ III GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(iv) ICONIQ III Parent GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(v) ICONIQ V directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(vi) ICONIQ V-B directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(vii) ICONIQ V GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(viii) ICONIQ V Parent GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.(ix) ICONIQ VI directly owns 752,506 shares of Class A Common Stock, which represents approximately 0.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(x) ICONIQ VI-B directly owns 1,036,124 shares of Class A Common Stock, which represents approximately 1.2% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(xi) ICONIQ VI GP may be deemed to beneficially own 1,788,630 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 2.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(xii) ICONIQ VI Parent GP may be deemed to beneficially own 1,788,630 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 2.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(xiii) Makan may be deemed to beneficially own 2,873,586 shares of Class A Common Stock held by the ICONIQ VI Funds and Makan, which represents approximately 3.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(xiv) Griffith may be deemed to beneficially own 2,874,174 shares of Class A Common Stock held by the ICONIQ VI Funds and Griffith, which represents approximately 3.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.(xv) Jacobson may be deemed to beneficially own 2,336,534 shares of Class A Common Stock held by the ICONIQ VI Funds and Jacobson, which represents approximately 2.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. |
| (b) | Percent of class:
See Item 4(a) above. The percent of class was calculated based on 87,467,590 shares of Class A Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 10, 2024. %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
ICONIQ III: 0 shares of Class A Common StockICONIQ III-B: 0 shares of Class A Common StockICONIQ III GP: 0 shares of Class A Common StockICONIQ III Parent GP: 0 shares of Class A Common StockICONIQ V: 0 shares of Class A Common StockICONIQ V-B: 0 shares of Class A Common StockICONIQ V GP: 0 shares of Class A Common StockICONIQ V Parent GP: 0 shares of Class A Common StockICONIQ VI: 752,506 shares of Class A Common StockICONIQ VI-B: 1,036,124 shares of Class A Common StockICONIQ VI GP: 1,788,630 shares of Class A Common StockICONIQ VI Parent GP: 1,788,630 shares of Class A Common StockMakan: 2,873,586 shares of Class A Common StockGriffith: 2,874,174 shares of Class A Common StockJacobson: 2,336,534 shares of Class A Common Stock | |
| (ii) Shared power to vote or to direct the vote:
N/A | |
| (iii) Sole power to dispose or to direct the disposition of:
ICONIQ III: 0 shares of Class A Common StockICONIQ III-B: 0 shares of Class A Common StockICONIQ III GP: 0 shares of Class A Common StockICONIQ III Parent GP: 0 shares of Class A Common StockICONIQ V: 0 shares of Class A Common StockICONIQ V-B: 0 shares of Class A Common StockICONIQ V GP: 0 shares of Class A Common StockICONIQ V Parent GP: 0 shares of Class A Common StockICONIQ VI: 752,506 shares of Class A Common StockICONIQ VI-B: 1,036,124 shares of Class A Common StockICONIQ VI GP: 1,788,630 shares of Class A Common StockICONIQ VI Parent GP: 1,788,630 shares of Class A Common StockMakan: 2,873,586 shares of Class A Common StockGriffith: 2,874,174 shares of Class A Common StockJacobson: 2,336,534 shares of Class A Common Stock | |
| (iv) Shared power to dispose or to direct the disposition of:
N/A | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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