Sec Form 4 Filing - Agrawal Neeraj @ Braze, Inc. - 2025-04-08

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
Agrawal Neeraj
2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 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 (MM/DD/YY)
04/08/2025
(Street)
BOSTON, MA02210
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 04/08/2025 J( 1 ) 130,000 D 15,551 ( 2 ) D
Class A Common Stock 04/08/2025 J( 1 ) 130,000 A 270,677 ( 2 ) ( 3 ) I By Trust ( 4 )
Class A Common Stock 91,320 ( 2 ) I By Battery Ventures XI-A, L.P. ( 5 )
Class A Common Stock 24,128 ( 2 ) I By Battery Ventures XI-B, L.P. ( 6 )
Class A Common Stock 4,233 ( 3 ) I By Battery Investment Partners XI, LLC ( 7 )
Class A Common Stock 94,873 ( 2 ) I By Battery Ventures XI-A Side Fund, L.P. ( 8 )
Class A Common Stock 20,575 ( 2 ) I By Battery Ventures XI-B Side Fund, L.P. ( 9 )
Class A Common Stock 29,250 I By Battery Investment Partners Select Fund I, L.P. ( 10 )
Class A Common Stock 1,395,750 I By Battery Ventures Select Fund I, L.P. ( 11 )
Class A Common Stock 1,510 ( 12 ) I By Trust ( 13 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agrawal Neeraj
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X X
Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal 04/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the contribution of shares from the Reporting Person to the Neeraj Agrawal Irrevocable GST Trust of 2013 in exchange for cash and securities of equivalent value.
( 2 )The securities held by the Reporting Person prior to the transaction reported herein reflect pro rata distributions in kind for no additional consideration, effected by each of Battery Ventures XI-A, L.P. ("BV XI-A"), Battery Ventures XI-B, L.P. ("BV XI-B"), Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") and Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") to their respective general and limited partners, and the further pro rata distributions in kind, for no additional consideration, of the shares received in such distributions by their general partners, Battery Partners XI, LLC ("BP XI") and Battery Partners XI Side Fund, LLC ("BP XI SF"), to their respective members, including the Reporting Person. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
( 3 )The securities held by the Reporting Person prior to the transaction reported herein reflect pro rata distributions in kind, effected by Battery Investment Partners XI, LLC ("BIP XI") to its members for no additional consideration, including the Reporting Person. The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
( 4 )Securities are held by the Neeraj Agrawal Irrevocable GST Trust of 2013, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
( 5 )Securities are held by BV XI-A. The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 6 )Securities are held by BV XI-B. The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 7 )Securities are held by BIP XI. The sole managing member of BIP XI is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership ofthese securities except to the extent of his 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 or for any other purpose.
( 8 )Securities are held by BV XI-A SF. The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 9 )Securities are held by BV XI-B SF. The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 10 )Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 11 )Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
( 12 )The securities held by the Reporting Person reported herein reflect the receipt of securities pursuant to pro rata distributions in kind, effected by ICONIQ Strategic Partners III, L.P. to its limited partners, including the Reporting Person, for no additional consideration. The receipt of such securities by the Reporting Person was not required to be reported pursuant to Section 16 by virtue of the exemption from reporting pursuant to Rule 16a-9.
( 13 )Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

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