Isabelle Winkles - Apr 10, 2023 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: Chief Financial Officer
Signature: /s/ Susan Wiseman as Attorney-in-Fact
Stock symbol: BRZE
Transactions as of: Apr 10, 2023
Transactions value $: -$621,591
Form type: 4
Date filed: 4/12/2023, 04:52 PM
Previous filing: Mar 7, 2023
Next filing: May 17, 2023

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		+21.4K	+11.94%		200K	Apr 10, 2023	Direct	F1
transaction	BRZE	Class A Common Stock	Sale	-$20.1K	-600	-0.3%	$33.55	200K	Apr 10, 2023	Direct	F2, F3
transaction	BRZE	Class A Common Stock	Conversion of derivative security		+38.4K	+19.21%		238K	Apr 11, 2023	Direct	F1
transaction	BRZE	Class A Common Stock	Sale	-$893K	-27K	-11.34%	$33.07	211K	Apr 11, 2023	Direct	F2, F4

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	Stock Option (Right to Buy)	Options Exercise	$0	-21.4K	-11.71%	$0.00	161K	Apr 10, 2023	Class B Common Stock	21.4K	$4.88	Direct	F1, F5
transaction	BRZE	Class B Common Stock	Options Exercise	$104K	+21.4K		$4.88^*	21.4K	Apr 10, 2023	Class A Common Stock	21.4K		Direct	F1
transaction	BRZE	Class B Common Stock	Conversion of derivative security	$0	-21.4K	-100%	$0.00^*	0	Apr 10, 2023	Class A Common Stock	21.4K		Direct	F1
transaction	BRZE	Stock Option (Right to Buy)	Options Exercise	$0	-38.4K	-23.82%	$0.00	123K	Apr 11, 2023	Class B Common Stock	38.4K	$4.88	Direct	F1, F5
transaction	BRZE	Class B Common Stock	Options Exercise	$187K	+38.4K		$4.88^*	38.4K	Apr 11, 2023	Class A Common Stock	38.4K		Direct	F1
transaction	BRZE	Class B Common Stock	Conversion of derivative security	$0	-38.4K	-100%	$0.00^*	0	Apr 11, 2023	Class A Common Stock	38.4K		Direct	F1

* 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 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.
F2	This transaction was effected as a sell-to-cover transaction intended to satisfy exercise price, tax withholding or other payment obligations arising in connection with the exercise of the Reporting Person's stock options.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.46 to $33.62 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $33.52 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5	One fourth (1/4th) of the shares subject to the option award vested on January 31, 2021, and one thirty-sixth (1/36th) of the remaining shares subject to the option award vested or shall vest on the last day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.