Sec Form 13G Filing - Meritech Capital Partners V 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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1) *

Braze, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(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)

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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 16 Pages

Exhibit Index Contained on Page 14

CUSIP NO. 10576N102

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Page 2 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Partners V L.P. (“MCP V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
1,075,916 shares, except that Meritech Capital Associates V L.L.C. (“MCA V”), the general partner of MCP V, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
1,075,916 shares, except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,075,916
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	1.9%
12	TYPE OF REPORTING PERSON*	PN

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Page 3 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Affiliates V L.P. (“MC AFF V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
38,798 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
38,798 shares, except that MCA V, the general partner of MC AFF V, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	38,798
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.1%
12	TYPE OF REPORTING PERSON*	PN

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Page 4 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Partners V Sidecar L.P. (“MC V Sidecar”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
256,260 shares, except that MCA V, the general partner of MC V Sidecar, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
256,260 shares, except that MCA V, the general partner of MC V Sidecar, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	256,260
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.4%
12	TYPE OF REPORTING PERSON*	PN

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Page 5 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Associates V L.L.C. (“MCA V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
1,370,974 shares, of which 1,075,916 shares are held by MCP V, 38,798 shares are held by MC AFF V and 256,260 shares are held by MC V Sidecar, for whom MCA V serves as general partner.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
1,370,974 shares, of which 1,075,916 shares are held by MCP V, 38,798 shares are held by MC AFF V and 256,260 shares are held by MC V Sidecar, for whom MCA V serves as general partner.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,370,974
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.4%
12	TYPE OF REPORTING PERSON*	OO

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Page 6 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Partners VI L.P. (“MCP VI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
592,802 shares, except that Meritech Capital Associates VI L.L.C. (“MCA VI”), the general partner of MCP VI, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
592,802 shares, except that MCA VI, the general partner of MCP VI, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	592,802
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	1.0%
12	TYPE OF REPORTING PERSON*	PN

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Page 7 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Affiliates VI L.P. (“MC AFF VI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
15,848 shares, except that MCA VI, the general partner of MC AFF VI, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
15,848 shares, except that MCA VI, the general partner of MC AFF VI, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	15,848
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
12	TYPE OF REPORTING PERSON*	PN

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Page 8 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Entrepreneurs VI L.P. (“MCE VI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
8,017 shares, except that MCA VI, the general partner of MCE VI, may be deemed to have sole voting power with respect to such shares.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
8,017 shares, except that MCA VI, the general partner of MCE VI, may be deemed to have sole dispositive power with respect to such shares.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	8,017
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
12	TYPE OF REPORTING PERSON*	PN

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Page 9 of 16

1	NAME OF REPORTING PERSON                         Meritech Capital Associates VI L.L.C. (“MCA VI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        ¨        (b)       x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER
616,667 shares, of which 592,802 shares are held by MCP VI, 15,848 shares are held by MC AFF VI and 8,017 shares are held by MCE VI, for whom MCA VI serves as general partner.

SHARED VOTING POWER
See response to row 5.

SOLE DISPOSITIVE POWER
616,667 shares, of which 592,802 shares are held by MCP VI, 15,848 shares are held by MC AFF VI and 8,017 shares are held by MCE VI, for whom MCA VI serves as general partner.

SHARED DISPOSITIVE POWER
See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	616,667
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	1.1%
12	TYPE OF REPORTING PERSON*	OO

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Page 10 of 16

ITEM 1(A).

NAME OF ISSUER

Braze, Inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

330 West 34th Street, Floor 18

New York, NY 10001

ITEM 2(A).

NAME OF PERSONS FILING

This Statement is filed by Meritech Capital Partners V L.P., a Delaware limited partnership (“MCP V”), Meritech Capital Affiliates V L.P., a Delaware limited partnership (“MC AFF V”), Meritech Capital Partners V Sidecar L.P., a Delaware limited partnership (“MC V Sidecar”), Meritech Capital Associates V L.L.C., a Delaware limited liability company (“MCA V”), Meritech Capital Partners VI L.P., a Delaware limited partnership (“MCP VI”), Meritech Capital Affiliates VI L.P., a Delaware limited partnership (“MC AFF VI”), Meritech Capital Entrepreneurs VI L.P., a Delaware limited partnership (“MCE VI”) and Meritech Capital Associates VI L.L.C., a Delaware limited liability company (“MCA VI”). The foregoing entities are collectively referred to as the “Reporting Persons.”

MCA V is the general partner of each of MCP V, MC AFF V and MC V Sidecar, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP V, MC AFF V and MC V Sidecar.

MCA VI is the general partner of each of MCP VI, MC AFF VI and MCE VI, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP VI, MC AFF VI and MCE VI.

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

Meritech Capital Partners
245 Lytton Ave, Suite 125
Palo Alto, CA 94301

ITEM 2(C).

CITIZENSHIP

MCP V, MC AFF V, MC V Sidecar, MCP VI, MC AFF VI and MCE VI are Delaware limited partnerships. MCA V and MCA VI are Delaware limited liability companies.

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Class A Common Stock, par value $0.0001
CUSIP #10576N102

ITEM 3.

Not Applicable.

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Page 11 of 16

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 following information with respect to the ownership of the Class A Common Stock of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2022 (based on 57,009,059 shares of Class A Common Stock outstanding as of December 6, 2022, as reported by the issuer in its Form 10-Q for the quarterly period ended October 31, 2022).

(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 such 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 5 percent of the class of securities, check the following x.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Under certain circumstances set forth in the limited partnership agreements of MCP V, MC AFF V, MC V Sidecar, MCP VI, MC AFF VI and MCE VI and the limited liability company agreements of MCA V and MCA VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

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Page 12 of 16

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.

CERTIFICATION

Not applicable.

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Page 13 of 16

SIGNATURES

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.

Date: February 14, 2023

Entities:
	Meritech Capital Partners V L.P.
	Meritech Capital Affiliates V L.P.
	Meritech Capital Partners V Sidecar L.P.
	Meritech Capital Associates V L.L.C.
	Meritech Capital Partners VI L.P.
	Meritech Capital Affiliates VI L.P.
	Meritech Capital Entrepreneurs VI L.P.
	Meritech Capital Associates VI L.L.C.

	By:	/s/ Joel Backman
		Joel Backman, Attorney-in-fact
		for above-listed entities

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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Page 14 of 16

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A:  Agreement of Joint Filing	15

Exhibit B:  Reference to Joel Backman as Attorney-in-Fact	16

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Page 15 of 16

exhibit A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Braze, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

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Page 16 of 16

exhibit B

Reference to Joel Backman as Attorney-in-Fact

Joel Backman has signed the enclosed documents as Attorney-In-Fact on behalf of Meritech Capital Partners V L.P., Meritech Capital Affiliates V L.P., Meritech Capital Partners V Sidecar L.P., Meritech Capital Partners VI L.P., Meritech Capital Affiliates VI L.P. and Meritech Capital Entrepreneurs VI L.P. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.

Sec Form 13G Filing - Meritech Capital Partners V L.P. filing for Braze Inc. (BRZE) - 2023-02-14