Sec Form 4 Filing - Agrawal Neeraj @ Braze, Inc. - 2025-04-01

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 _____ 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)
04/01/2025
(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 04/01/2025 C 54,000 A 58,233 I By Battery Investment Partners XI, LLC ( 2 )
Class A Common Stock 04/01/2025 C 1,165,143 A 1,256,463 I By Battery Ventures XI-A, L.P. ( 3 )
Class A Common Stock 04/01/2025 C 307,857 A 331,985 I By Battery Ventures XI-B, L.P. ( 4 )
Class A Common Stock 04/01/2025 C 1,210,511 A 1,305,384 I By Battery Ventures XI-A Side Fund, L.P. ( 5 )
Class A Common Stock 04/01/2025 C 262,489 A 283,064 I By Battery Ventures XI-B Side Fund, L.P. ( 6 )
Class A Common Stock 04/10/2025 J( 7 ) 54,992 D $ 0 3,241 I By Battery Investment Partners XI, LLC ( 2 )
Class A Common Stock 04/10/2025 J( 8 ) 1,186,500 D $ 0 69,963 I By Battery Ventures XI-A, L.P. ( 3 )
Class A Common Stock 04/10/2025 J( 9 ) 313,500 D $ 0 18,485 I By Battery Ventures XI-B, L.P. ( 4 )
Class A Common Stock 04/10/2025 J( 10 ) 1,232,700 D $ 0 72,684 I By Battery Ventures XI-A Side Fund, L.P. ( 5 )
Class A Common Stock 04/10/2025 J( 11 ) 267,300 D $ 0 15,764 I By Battery Ventures XI-B Side Fund, L.P. ( 6 )
Class A Common Stock 04/10/2025 J( 12 ) 298,284 A $ 0 298,284 I By Battery Partners XI, LLC ( 13 )
Class A Common Stock 04/10/2025 J( 14 ) 298,284 D $ 0 0 I By Battery Partners XI, LLC ( 13 )
Class A Common Stock 04/10/2025 J( 15 ) 369,104 A $ 0 369,104 I By Battery Partners XI Side Fund, LLC ( 16 )
Class A Common Stock 04/10/2025 J( 17 ) 369,104 D $ 0 0 I By Battery Partners XI Side Fund, LLC ( 16 )
Class A Common Stock 29,250 I By Battery Investment Partners Select Fund I,L.P. ( 18 )
Class A Common Stock 1,395,750 I By Battery Ventures Select Fund I,L.P. ( 19 )
Class A Common Stock 232,191 ( 20 ) D
Class A Common Stock 492,115 ( 20 ) ( 21 ) I By Trust ( 22 )
Class A Common Stock 1,510 I By Trust ( 23 )
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
Class B Common Stock ( 1 ) 04/01/2025 C 54,000 ( 24 ) ( 24 ) Class A Common Stock 54,000 $ 0 ( 1 ) 100,137 I By Battery Investment Partners XI, LLC ( 2 )
Class B Common Stock ( 1 ) 04/01/2025 C 1,165,143 ( 24 ) ( 24 ) Class A Common Stock 1,165,143 $ 0 ( 24 ) 2,160,494 I By Battery Ventures XI-A, L.P. ( 3 )
Class B Common Stock ( 1 ) 04/01/2025 C 307,857 ( 24 ) ( 24 ) Class A Common Stock 307,857 $ 0 ( 24 ) 570,848 I By Battery Ventures XI-B, L.P. ( 4 )
Class B Common Stock ( 1 ) 04/01/2025 C 1,210,511 ( 24 ) ( 24 ) Class A Common Stock 1,210,511 $ 0 ( 24 ) 2,244,625 I By Battery Ventures XI-A Side Fund, L.P. ( 5 )
Class B Common Stock ( 1 ) 04/01/2025 C 262,489 ( 24 ) ( 24 ) Class A Common Stock 262,489 $ 0 ( 24 ) 486,717 I By Battery Ventures XI-B Side Fund, L.P. ( 6 )
Class B Common Stock ( 24 ) ( 24 ) ( 24 ) Class A Common Stock 221,708 221,708 I By Battery Investment Partners Select Fund I, L.P. ( 18 )
Class B Common Stock ( 24 ) ( 24 ) ( 24 ) Class A Common Stock 1,141,717 1,141,717 I By Battery Ventures Select Fund I, L.P. ( 19 )
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
Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal 04/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
( 2 )Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("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.
( 3 )Securities are held by Battery Ventures XI-A, L.P. ("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.
( 4 )Securities are held by Battery Ventures XI-B, L.P. ("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.
( 5 )Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole ge neral 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.
( 6 )Securities are held by Battery Ventures XI-B Side Fund, L.P. ("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.
( 7 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BIP XI to its members without additional consideration.
( 8 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A to its general partner and limited partners without additional consideration.
( 9 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B to its general partner and limited partners without additional consideration.
( 10 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-A SF to its general partner and limited partners without additional consideration.
( 11 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BV XI-B SF to its general partner and limited partners without additional consideration.
( 12 )Represents receipt of securities in the distributions in kind described in footnotes (8) and (9).
( 13 )Securities are held by 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.
( 14 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI to its members without consideration.
( 15 )Represents receipt of securities in the distributions in kind described in footnotes (10) and (11).
( 16 )Securities are held by 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.
( 17 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP XI SF to its members without consideration.
( 18 )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.
( 19 )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.
( 20 )The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (14) and (17).
( 21 )The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7).
( 22 )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.
( 23 )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.
( 24 )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 theReporting 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.

Remarks:
The conversions of Class B Common Stock to Class A Common Stock reported on this Form 4 preceded the filing of the Reporting Person's most recent Form 4 on April 10, 2025 (the "April 10 Form 4"). The holdings of Class A Common Stock reflected in the April 10 Form 4 are deemed to be updated by the disclosures in this filing.

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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