Form 4 for BRZE Braze, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-11-19 · accession 0001209191-21-066466 · 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 | Agrawal Neeraj | Dir, 10% | C - Cnv Deriv | — | +7.85M | 1.58M | New | — |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Agrawal Neeraj | Dir, 10% | J - Other | — | -7.85M | 0 | -100% | — |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Agrawal Neeraj | Dir, 10% | C - Cnv Deriv | $0.00 | -7.85M | 0 | -100% | $0 |
| DMI | 2021-11-23 | 2021-11-19 | BRZE | Agrawal Neeraj | Dir, 10% | J - Other | $0.00 | +7.85M | 1.58M | 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 | C | A | 5,987,707 | — | 5,987,707 | I By Battery Ventures XI-A, L.P. | — | — | (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. |
| 2 | Common | Common Stock | 2021-11-19 | J | D | 5,987,707 | — | 0 | I By Battery Ventures XI-A, L.P. | — | — | (F5) 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 reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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 | Common | Common Stock | 2021-11-19 | J | D | 277,516 | — | 0 | I By Battery Investment Partners XI, LLC | — | — | (F5) 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 reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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 | Common | Common Stock | 2021-11-19 | C | A | 277,516 | — | 277,516 | I By Battery Investment Partners XI, LLC | — | — | (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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 | Common | Common Stock | 2021-11-19 | J | D | 1,582,083 | — | 0 | I By Battery Ventures XI-B, L.P. | — | — | (F5) 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. (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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 | Common | Common Stock | 2021-11-19 | C | A | 1,582,083 | — | 1,582,083 | I By Battery Ventures XI-B, L.P. | — | — | (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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 | Derivative | Series B Preferred-NV Stock | 2021-11-19 | C | D | 11,460 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 11,460 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 8 | Derivative | Series B Preferred-NV Stock | 2021-11-19 | C | D | 247,269 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 247,269 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 9 | Derivative | Series B Preferred-NV Stock | 2021-11-19 | C | D | 65,334 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 65,334 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 10 | Derivative | Series C Preferred Stock | 2021-11-19 | C | D | 189,264 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 189,264 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 11 | Derivative | Series C Preferred Stock | 2021-11-19 | C | D | 4,083,488 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 4,083,488 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 12 | Derivative | Series C Preferred Stock | 2021-11-19 | C | D | 1,078,944 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 1,078,944 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 13 | Derivative | Series D Preferred Stock | 2021-11-19 | C | D | 27,640 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 27,640 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 14 | Derivative | Series D Preferred Stock | 2021-11-19 | C | D | 596,400 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 596,400 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 15 | Derivative | Series D Preferred Stock | 2021-11-19 | C | D | 157,584 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 157,584 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 16 | Derivative | Series E Preferred Stock | 2021-11-19 | C | D | 38,052 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 38,052 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 17 | Derivative | Series E Preferred Stock | 2021-11-19 | C | D | 821,049 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 821,049 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 18 | Derivative | Series E Preferred Stock | 2021-11-19 | C | D | 216,939 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 216,939 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 19 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 277,516 | $0.00 | 277,516 | I By Battery Investment Partners XI, LLC | — · — to — | 277,516 Class A Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F6) 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. |
| 20 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 5,987,707 | $0.00 | 5,987,707 | I By Battery Ventures XI-A, L.P. | — · — to — | 5,987,707 Class A Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F6) 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. |
| 21 | Derivative | Class B Common Stock | 2021-11-19 | J | A | 1,582,083 | $0.00 | 1,582,083 | I By Battery Ventures XI-B, L.P. | — · — to — | 1,582,083 Class A Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F6) 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. |
| 22 | Derivative | Series A-1 Preferred-NV Stock | 2021-11-19 | C | D | 1,371 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 1,371 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 23 | Derivative | Series A-1 Preferred-NV Stock | 2021-11-19 | C | D | 29,580 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 29,580 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 24 | Derivative | Series A-1 Preferred-NV Stock | 2021-11-19 | C | D | 7,816 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 7,816 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 25 | Derivative | Series A Preferred-NV Stock | 2021-11-19 | C | D | 9,729 | $0.00 | 0 | I By Battery Investment Partners XI, LLC | — · — to — | 9,729 Common Stock | (F2) The reported securities are owned directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC("BP XI"). BP XI's investment adviser is Battery Management Corp. ("BMC"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 26 | Derivative | Series A Preferred-NV Stock | 2021-11-19 | C | D | 209,921 | $0.00 | 0 | I By Battery Ventures XI-A, L.P. | — · — to — | 209,921 Common Stock | (F3) The reported securities are owned directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 27 | Derivative | Series A Preferred-NV Stock | 2021-11-19 | C | D | 55,466 | $0.00 | 0 | I By Battery Ventures XI-B, L.P. | — · — to — | 55,466 Common Stock | (F4) The reported securities are owned directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. 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. (F1) Each share of Series A-1 Preferred Stock-NV, Series A Preferred Stock-NV, Series B Preferred Stock-NV, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |