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Form 3 Braze, Inc. For: Nov 16 Filed by: Spark Capital Growth Fund II, L.P.

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November 16, 2021 8:30 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Spark Growth Management Partners II, LLC
(Last) (First) (Middle)
137 NEWBURY STREET, FLOOR 8
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2021 		3. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (1) 342,574
I
See footnote (2)
Common Stock (1) 3,846
I
See footnote (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (1)   (1) Common Stock 87,689 (1) I See footnote (2)
Series A Preferred Stock   (1)   (1) Common Stock 984 (1) I See footnote (3)
Series A-1 Preferred Stock   (1)   (1) Common Stock 118,483 (1) I See footnote (2)
Series A-1 Preferred Stock   (1)   (1) Common Stock 1,330 (1) I See footnote (3)
Series E Preferred Stock   (1)   (1) Common Stock 783,961 (1) I See footnote (2)
Series E Preferred Stock   (1)   (1) Common Stock 8,799 (1) I See footnote (3)
Explanation of Responses:
1. All shares of the preferred stock, par value $0.0001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering (the "IPO") of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), without payment of consideration. Immediately thereafter, but still prior to the closing of the IPO, all shares of Common Stock will be reclassified into shares of the Issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer. The preferred stock has no expiration date.
2. 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.
3. 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.
Spark Growth Management Partners II, LLC, /s/ Paul Conway, Managing Member 11/16/2021
** Signature of Reporting Person Date
Spark Capital Growth Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 11/16/2021
** Signature of Reporting Person Date
Spark Capital Growth Founders' Fund II, L.P., /s/ Paul Conway, Managing Member of Spark Growth Management Partners II, LLC, its general partner 11/16/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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