Sec Form 13G Filing - Battery Ventures XI-A L.P. @ Braze Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Braze, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

10576N102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Ventures XI-A, L.P. (“BV11-A”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 5,987,707 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (& #x201C;Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 5,987,707 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,987,707 shares [FN 1: This amount includes 4,490,780 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 8.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Ventures XI-B, L.P. (“BV11-B”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 1,582,083 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 1,582,083 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,582,083 shares [FN 2: This amount includes 1,186,562 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 2.3%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 6,220,863 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 6,220,863 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,220,863 shares [FN 3: This amount includes 4,665,647 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 8.9%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 1,348,927 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 1,348,927 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC, 1D; and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,348,927 shares [FN 4: This amount includes 1,011,695 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 1.9%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Investment Partners XI, LLC (“BIP11”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 277,516 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 277,516 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. T obin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 277,516 shares [FN 5: This amount includes 208,137 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 0.4%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Partners XI, LLC (“BP11”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 7,847,306 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 7,847,306 shares, except that Battery Partners XI, LLC (“BP11”), the general partner of BV11-A, BV11-B, and managing member of BIP11, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,847,306 shares [FN 6: This amount includes 5,885,479 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 11.2%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Partners XI Side Fund, LLC (“BP11SF”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 7,569,790 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 7,569,790 shares, except that Battery Partners XI Side Fund, LLC (“BP11SF”), the general partner of BV11-A SF and BV11-B SF, and its investment advisor Battery Management Corp. (“BMC,” and together with BP11 and BP11SF, the “Battery XI Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea R. Stoner (“Stoner”), Dharmesh Thakker (“Thakker”) and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery XI Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,569,790 shares [FN 7: This amount includes 5,677,342 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 10.8%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Ventures Select Fund I, L.P. (“BV Select”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,537,467 shares [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 3.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Partners Select Fund I, L.P. (“BP Select LP”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 2,537,467 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,537,467 shares [FN 8: This amount includes 1,141,717 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 3.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Investment Partners Select Fund I, L.P. (“BIP Select”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 250,958 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 250,958 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 250,958 shares [FN 9: This amount includes 221,708 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 0.4%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Partners Select Fund I GP, LLC (“BP Select LLC”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 4.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 10576N102

	1.	Names of Reporting Persons Battery Management Corp. (“BMC”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		6.	Shared Voting Power See response to row 5.

		7.	Sole Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		8.	Shared Dispositive Power See response to row 7.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 10576N102

	1.	Names of Reporting Persons Neeraj Agrawal

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Michael Brown

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Jesse Feldman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Roger H. Lee

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Scott R. Tobin

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Chelsea R. Stoner

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Morad Elhafed

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 2,788,425 shares, of which 2,537,467 shares are directly owned by BV Select LP and of which 250,958 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,788,425 shares [FN 10: This amount includes 1,363,425 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 4.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Dharmesh Thakker

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10576N102

	1.	Names of Reporting Persons Russell Fleischer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0

		6.	Shared Voting Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

		7.	Sole Dispositive Power 0

		8.	Shared Dispositive Power 18,205,521 shares, of which 5,987,707 shares are directly owned by BV11-A, 1,582,083 shares are directly owned by BV-11B, 6,220,863 shares are directly owned by BV11-ASF, 1,348,927 shares are directly owned by BV11-BSF, 277,516 shares are directly owned by BIP11, 2,537,467 shares are directly owned by BV Select, and 250,958 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery XI Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,205,521 shares [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 26.0%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Braze, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 330 West 34^th Street, Floor 18 New York, NY 10001

Item 2.
	(a)	Name of Person Filing Battery Ventures XI-A, L.P. (“BV11-A”), Battery Ventures XI-B, L.P. (“BV11-B”), Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”), Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”), Battery Investment Partners XI, LLC (“BIP11”), Battery Partners XI, LLC (“BP11”), Battery Partners XI Side Fund, LLC (“BP11SF”), Battery Ventures Select Fund I, L.P. (“BV Select”), Battery Investment Partners Select Fund I, L.P. (“BIP Select”), Battery Partners Select Fund I, L.P. (“BP Select LP”), Battery Partners Select Fund I GP, LLC (“BP Select LLC”), “Battery Management Corp. (“BMC”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakke r, and Tobin are the sole managing members of BP11, the general partner of BV11-A and BV11-B and managing member of BIP11, BP11SF, the general partner of BV-11A SF and BV-11B SF, and/or the officers of BMC, the investment advisor to BP11 and BP11SF. Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP Select LLC, the general partner of BP Select LP and BIP Select, and ultimate general partner of BV Select.
	(b)	Address of Principal Business Office or, if none, Residence Battery Ventures One Marina Park Drive Suite 1100 Boston, MA 02210
	(c)	Citizenship Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are United States citizens. BV11-A, BV11-B, BV-11A SF, BV-11B SF, BV Select, BP Select LP, and BIP Select are limited partnerships organized under the laws of the State of Delaware. BP11, BP11SF, and BP Select LLC are limited liability companies organized under the laws of the State of Delaware. BMC is a corporation organized under the laws of the Commonwealth of Massachusetts.
	(d)	Title of Class of Securities Class A Common Stock, $0.0001 par value per share
	(e)	CUSIP Number 10576N102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 69,935,305 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed on December 14, 2022. [FN11: This amount includes 12,926,246 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]

	(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
	(b)	Percent of class: See Row 11 of cover page for each Reporting Person.

	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person.
		(ii)	Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Under certain circumstances set forth in the limited partnership agreement of BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV11-A, BV11-B, BV11-A SF, BV11-B SF, BV Select, and BIP Select. Under certain circumstances set forth in the limited liability company agreement of BIP11, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BIP11.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A

Item 8.	Identification and Classification of Members of the Group
N/A

Item 9.	Notice of Dissolution of Group
N/A

Item 10.	Certification
N/A

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BATTERY VENTURES XI, L.P.

	By: Battery Partners XI, LLC

	By:	*
		Managing Member

	BATTERY INVESTMENT PARTNERS XI, LLC

	By:	Battery Partners XI, LLC

	By:	*
		Managing Member

	BATTERY PARTNERS XI, LLC

	By:	*
		Managing Member

	BATTERY VENTURES SELECT FUND I, L.P.

	By:	Battery Partners Select Fund I, L.P.
	By:	Battery Partners Select Fund I GP, LLC

	By:	*
		Managing Member

	BATTERY PARTNERS SELECT FUND I, L.P.

	By:	Battery Partners Select Fund I GP, LLC

	By:	*
		Managing Member

	BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.

	By:	Battery Partners Select Fund I GP, LLC

	By:	*
		Managing Member

	BATTERY PARTNERS SELECT FUND I GP, LLC

	By:	*
		Managing Member

	BATTERY MANAGEMENT CORP.

	By:	*
		Chief Financial Officer

	NEERAJ AGRAWAL

	By:	*
		Neeraj Agrawal

	MICHAEL BROWN

	By:	*
		Michael Brown

	JESSE FELDMAN

	By:	*
		Jesse Feldman

	ROGER H. LEE

	By:	*
		Roger H. Lee

	SCOTT R. TOBIN

	By:	*
		Scott R. Tobin

	CHELSEA R. STONER

	By:	*
		Chelsea R. Stoner

	RUSSELL FLEISCHER

	By:	*
	Russell Fleischer

	MORAD ELHAFED

	By:	*
	Morad Elhafed

	DHARMESH THAKKER

	By:	*
	Dharmesh Thakker

*By:	/s/ Christopher Schiavo
Name:	Christopher Schiavo Attorney-in-Fact

This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

	ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Sec Form 13G Filing - Battery Ventures XI-A L.P. filing for Braze Inc. (BRZE) - 2023-02-14