Form 4 for BRZE Braze, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-11-19 · accession 0000899243-21-045808 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Spark Capital Growth Founders Fund II, L.P. | 10% | J - Other | $0.00 | -346.4K | 0 | -100% | $0 |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Spark Capital Growth Founders Fund II, L.P. | 10% | C - Cnv Deriv | $0.00 | 0 | 11.1K | New | $0 |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Spark Capital Growth Founders Fund II, L.P. | 10% | J - Other | $0.00 | +346.4K | 1.33M | +35% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-11-19 | J | D | 342,574 | $0.00 | 0 | I See footnote | — | — | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7. (F2) 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. |
| 2 | Common | Common Stock | 2021-11-19 | J | D | 3,846 | $0.00 | 0 | I See footnote | — | — | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7. (F3) 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. |
| 3 | Derivative | Series A-1 Preferred Stock | 2021-11-19 | C | D | 1,330 | $0.00 | 0 | I See footnote | — · — to — | 1,330 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F3) 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. |
| 4 | Derivative | Series A Preferred Stock | 2021-11-19 | C | D | 87,689 | $0.00 | 0 | I See footnote | — · — to — | 87,689 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F2) 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. |
| 5 | Derivative | Series A Preferred Stock | 2021-11-19 | C | D | 984 | $0.00 | 0 | I See footnote | — · — to — | 984 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F3) 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. |
| 6 | Derivative | Series A-1 Preferred Stock | 2021-11-19 | C | D | 118,483 | $0.00 | 0 | I See footnote | — · — to — | 118,483 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F2) 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. |
| 7 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 3,846 | $0.00 | 14,959 | I See footnote | — · — to — | 3,846 Class A Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7. (F3) 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. (F5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |
| 8 | Derivative | Series E Preferred Stock | 2021-11-19 | C | D | 783,961 | $0.00 | 0 | I See footnote | — · — to — | 783,961 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F2) 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. |
| 9 | Derivative | Series E Preferred Stock | 2021-11-19 | C | D | 8,799 | $0.00 | 0 | I See footnote | — · — to — | 8,799 Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F3) 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. |
| 10 | Derivative | Class B Common Stock | 2021-11-19 | C | A | 990,133 | $0.00 | 990,133 | I See footnote | — · — to — | 990,133 Class A Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F2) 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. (F5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |
| 11 | Derivative | Class B Common Stock | 2021-11-19 | C | A | 11,113 | $0.00 | 11,113 | I See footnote | — · — to — | 11,113 Class A Common Stock | (F4) Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date. (F3) 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. (F5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |
| 12 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 342,574 | $0.00 | 1,332,707 | I See footnote | — · — to — | 342,574 Class A Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock, par value $0.0001 per share, on a one-for-one basis in an exempt transaction pursuant to Rule 16b-7. (F2) 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. (F5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |