Sec Form 3 Filing - Pepper Douglas A @ Braze, Inc. - 2021-11-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pepper Douglas A 2. Issuer Name and Ticker or Trading Symbol Braze, Inc. [ BRZE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2021 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock( 1 ) 293,148 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Common Stock( 1 ) 313,231 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P.

< /tr> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 348,940 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series A Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 372,847 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series A Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 294,274 I( 4 )( 6 )( 7 ) By ICONIQ Strategic Partners V, L.P. Series A Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 453,327 I( 5 )( 6 )( 7 ) By ICONIQ Strategic Partners V-B, L.P. Series A Preferred Stock-NV ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 261,301 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series A Preferred Stock-NV ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 279,203 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series A-1 Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 198,575 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series A-1 Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 212,180 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series A-1 Preferred Stock-NV ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 36,820 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series A-1 Preferred Stock-NV ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 39,343 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series B Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 615,922 I( 4 )( 6 )( 7 ) By ICONIQ Strategic Partners V, L.P. Series B Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 948,834 I( 5 )( 6 )( 7 ) By ICONIQ Strategic Partners V-B, L.P. Series C Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 11,487 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series C Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 12,273 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 3,600,514 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 3,847,198 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 766,505 I( 2 )( 6 )( 7 ) By ICONIQ Strategic Partners III, L.P. Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 819,017 I( 3 )( 6 )( 7 ) By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 14,693 I( 4 )( 6 )( 7 ) By ICONIQ Strategic Partners V, L.P. Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock( 1 ) 22,635 I( 5 )( 6 )( 7 ) By ICONIQ Strategic Partners V-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pepper Douglas A C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures /s/ Douglas A. Pepper 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Preferred Stock, Series A Preferred Stock-NV, Series A-1 Preferred Stock, Series A-1 Preferred Stock-NV, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class B Common Stock on a one-for-one basis (the "Reclassification"). Following the Reclassification, each share of Class B Common Stock will be convertible into one share of the Issuer's Class A Common Stock at any time and will convert automatically upon certain transfers and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. ( 2 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 3 )The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ( 4 )The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). ( 5 )The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ( 6 )ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of ICONIQ V Parent GP. ( 7 )The Reporting Person is a partner at ICONIQ Capital and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 of the Exchange Act or any other purpose. ( 8 )These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date.

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