Sec Form 3 Filing - Spark Growth Management Partners II, LLC @ Braze, Inc. - 2021-11-16

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 Spark Growth Management Partners II, 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) 137 NEWBURY STREET, FLOOR 8 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2021 (Street) BOSTON, MA02116 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 Common Stock( 1 ) 342,574 I See footnote( 2 ) Common Stock( 1 ) 3,846 I See footnote( 3 )

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 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 87,689 I See footnote( 2 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 984 I See footnote( 3 ) Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 118,483 I See footnote( 2 ) Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,330 I See footnote( 3 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 783,961 I See footnote( 2 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 8,799 I See footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spark Growth Management Partners II, LLC 137 NEWBURY STREET, FLOOR 8 BOSTON, MA02116 X Spark Capital Growth Fund II, L.P. 137 NEWBURY STREET, FLOOR 8 BOSTON, MA02116 X Spark Capital Growth Founders Fund II, L.P. 137 NEWBURY STREET, FLOOR 8 BOSTON, MA02116 X Signatures Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member 11/16/2021 Signature of Reporting Person Date Spark Capital Growth Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 11/16/2021 Signature of Reporting Person Date Spark Capital Growth Founders' Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All shares of the preferred stock, par value $0.0001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The preferred stock has no expiration date. ( 2 )These shares are held of record by Spark Capital Growth Fund II, L.P. ("Spark Growth II"). Spark Growth Management Partners II, LLC ("SGMP II") is the general partner of Spark Growth II. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet (the "SGMP II Managing Members") are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 3 )These shares are held of record by Spark Capital Growth Founders' Fund II, L.P. ("Spark Growth FF II"). SGMP II is the general partner of Spark Growth FF II and the SGMP II Managing Members are the managing members of SGMP II. Each of the SGMP II Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP II and the SGMP II Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests 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).

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