Form 4 for BRZE Braze, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-11-19 · accession 0001209191-21-066454 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-11-23 | 2021-11-19 | BRZE | Kleeger Myles | Pres, Chief Customer Off | J - Other | — | -858.3K | 0 | -100% | — |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Kleeger Myles | Pres, Chief Customer Off | J - Other | — | -388.9K | 0 | -100% | — |
| DM | 2021-11-23 | 2021-11-19 | BRZE | Kleeger Myles | Pres, Chief Customer Off | J - Other | $0.00 | +858.3K | 180.0K | New | $0 |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Kleeger Myles | Pres, Chief Customer Off | J - Other | $0.00 | +388.9K | 166.7K | New | $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 | 858,333 | — | 0 | D 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 in an exempt transaction pursuant to Rule 16b-7. (F2) The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. |
| 2 | Common | Common Stock | 2021-11-19 | J | D | 166,667 | — | 0 | I | — | — | (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 in an exempt transaction pursuant to Rule 16b-7. |
| 3 | Common | Common Stock | 2021-11-19 | J | D | 111,111 | — | 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 in an exempt transaction pursuant to Rule 16b-7. (F2) The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. |
| 4 | Common | Common Stock | 2021-11-19 | J | D | 111,111 | — | 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 in an exempt transaction pursuant to Rule 16b-7. (F3) The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. |
| 5 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 858,333 | $0.00 | 858,333 | D See footnote | — · — to — | 858,333 Class A Common Stock | (F2) The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. (F4) 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 the Reporting 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. |
| 6 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 111,111 | $0.00 | 111,111 | I See footnote | — · — to — | 111,111 Class A Common Stock | (F2) The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. (F4) 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 the Reporting 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. |
| 7 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 111,111 | $0.00 | 111,111 | I See footnote | — · — to — | 111,111 Class A Common Stock | (F3) The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein. (F4) 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 the Reporting 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. |
| 8 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 166,667 | $0.00 | 166,667 | I | — · — to — | 166,667 Class A Common Stock | (F4) 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 the Reporting 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. |
| 9 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | D | 257,448 | $0.00 | 0 | D | $0.26 · — to 2024-12-16 | 257,448 Common Stock | (F5) The original option award was for 887,448 shares and all such shares have vested. |
| 10 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | A | 257,448 | $0.00 | 257,448 | D | $0.26 · — to 2024-12-16 | 257,448 Class B Common Stock | (F5) The original option award was for 887,448 shares and all such shares have vested. |
| 11 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | D | 231,449 | $0.00 | 0 | D | $1.64 · — to 2028-02-14 | 231,449 Common Stock | (F6) One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on February 1, 2018, subject to the Reporting Person's continuous service through such vesting date. |
| 12 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | A | 231,449 | $0.00 | 231,449 | D | $1.64 · — to 2028-02-14 | 231,449 Class B Common Stock | (F6) One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on February 1, 2018, subject to the Reporting Person's continuous service through such vesting date. |
| 13 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | D | 220,615 | $0.00 | 0 | D | $3.46 · — to 2029-03-11 | 220,615 Common Stock | (F7) The original option award was for 224,615 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2019, subject to the Reporting Person's continuous service through such vesting date. |
| 14 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | A | 220,615 | $0.00 | 220,615 | D | $3.46 · — to 2029-03-11 | 220,615 Class B Common Stock | (F7) The original option award was for 224,615 shares. One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on a monthly basis on the first day of each month commencing on March 1, 2019, subject to the Reporting Person's continuous service through such vesting date. |
| 15 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | D | 150,000 | $0.00 | 0 | D | $35.01 · — to 2031-04-19 | 150,000 Common Stock | (F8) One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2022, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 16 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | A | 150,000 | $0.00 | 150,000 | D | $35.01 · — to 2031-04-19 | 150,000 Class B Common Stock | (F8) One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2022, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 17 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | D | 180,000 | $0.00 | 0 | D | $35.01 · — to 2031-04-19 | 180,000 Common Stock | (F9) One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 18 | Derivative | Stock Option (Right to Buy) | 2021-11-19 | J | A | 180,000 | $0.00 | 180,000 | D | $35.01 · — to 2031-04-19 | 180,000 Class B Common Stock | (F9) One fourth (1/4th) of the shares subject to the option award shall vest on February 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date. |