InterWest Management Partners X, LLC - Feb 8, 2022 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: 10%+ Owner
Signature: /s/ Karen A. Wilson, Attorney-in Fact for InterWest Partners X, LP
Stock symbol: BRZE
Transactions as of: Feb 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/9/2022, 04:00 PM
Previous filing: Nov 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRZE	Class A Common Stock	Conversion of derivative security		+3.39M			3.39M	Feb 8, 2022	By: InterWest Partners X, LP	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BRZE	Class B Common Stock	Conversion of derivative security	$0	-3.39M	-100%	$0.00^*	0	Feb 8, 2022	Class A Common Stock	3.39M		By: InterWest Partners X, LP	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder.
F2	The reported securities are owned directly by InterWest Partners X, L.P. ("IW X"). The general partner of IW X is InterWest Management Partners X, LLC ("IMP X") and may be deemed to beneficially own the shares held by IW X. Gilbert H. Kliman is the managing director of IMP X and Keval Desai and Khaled A. Nasr are venture members of IMP X. The managing director and venture members of IMP X share voting and investment control with respect to the securities held by IW X. Each of IMP X, Mr. Kliman, Mr. Desai and Mr. Nasr disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
F3	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.