MCG7 Capital Inc. - Nov 4, 2022 Form 4 Insider Report for Braze, Inc. (BRZE)

Role: 10%+ Owner
Signature: MCG7 Capital Inc., by /s/ Jacob Horowitz, Director
Stock symbol: BRZE
Transactions as of: Nov 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/8/2022, 03:44 PM
Previous filing: Sep 21, 2022

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		+1M	+33.33%		4M	Nov 4, 2022	see footnote	F1, F2
transaction	BRZE	Class A Common Stock	Conversion of derivative security		+355K	+8.89%		4.36M	Nov 7, 2022	see footnote	F1, F2
transaction	BRZE	Class A Common Stock	Other		-355K	-7.55%		4.36M	Nov 7, 2022	see footnote	F3, F4, F5

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	-1M	-17.75%	$0.00	4.63M	Nov 4, 2022	Class A Common Stock	1M		see footnote	F1, F2, F6
transaction	BRZE	Class B Common Stock	Conversion of derivative security	$0	-355K	-7.67%	$0.00	4.28M	Nov 7, 2022	Class A Common Stock	355K		see footnote	F1, F5, F6

* 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"), was 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 shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7 and the board of managers of Binder are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7 and each manager of Binder disclaims beneficial ownership of such securities.
F3	The 355,448 Class A shares held by Binder were contributed to its direct, wholly-owned subsidiary, Appboy BH LLC ("Appboy").
F4	Contribution to wholly-owned subsidiary for no cash consideration.
F5	The shares held by Appboy, the direct wholly-owned subsidiary of Binder, which is the indirect, wholly-owned subsidiary of MCG7, may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Appboy is exercised by the board of managers of Appboy. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7, the board of managers of Binder, and the board of managers of Appboy are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7, each manager of Binder, and each manager of Appboy disclaims beneficial ownership of such securities.
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.