Interwest Partners X SC 13G Braze / INTERWEST PARTNERS X ownership change

Interwest Partners X SC 13GBraze / INTERWEST PARTNERS X ownership change


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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. )*

Braze, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

10576N 10 2

(CUSIP Number)

December 31, 2021

(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 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. 10576N 10 2		13G		Page 2 of 9 Pages

(1)

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.

(2)

The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, would result in a total of 13,337,273 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,943,054 shares of Class A Common Stock outstanding as of December 15, 2021 as reported in the Current 10-Q, and (y) 3,394,219 shares of Class A Common Stock issuable on conversion of the Reporting Persons’ Class B common Stock). Based on the total of 92,109,608 shares of the Issuer’s Common Stock (including 82,166,554 shares of Class B Common Stock) outstanding as of December 15, 2021, The Reporting Person beneficially owns 3.7% of the Issuer’s total outstanding Common Stock as of December 15, 2021.


Cusip No. 10576N 10 2		13G		Page 3 of 9 Pages

(1)

(2)


Cusip No. 10576N 10 2		13G		Page 4 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Keval Desai that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

(2)


Cusip No. 10576N 10 2		13G		Page 5 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

(2)


Cusip No. 10576N 10 2		13G		Page 6 of 9 Pages

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(1)

(2)


Cusip No. 10576N 10 2		13G		Page 7 of 9 Pages

ITEM 1.

(a)

NAME OF ISSUER : Braze, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

330 West 34^th Street, Floor 18, New York, NY 10001

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners X, LP (“IWP X”)

InterWest Management Partners X, LLC (“IMP X”)

Keval Desai (“Desai”)

Gilbert H. Kliman (“Kliman”)

Khaled A. Nasr (“Nasr”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

467 First Street, Suite 201, Los Altos, CA 94022

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:

IWP X: California

IMP X: California

Desai: United States

Kliman: United States

Nasr: United States

(d)

TITLE OF CLASS OF SECURITIES: Class A Common Stock

(e)

CUSIP NUMBER: 10576N 10 2

ITEM 3. NOT APPLICABLE.


Cusip No. 10576N 10 2		13G		Page 8 of 9 Pages

ITEM 4.

OWNERSHIP.


	IWP X			IMP X (1)			Desai (2)			Kliman (2)			Nasr (2)
Beneficial Ownership		3,394,219			3,394,219			3,394,219			3,394,219			3,394,219
Percentage of Class (3)		25.4	%		25.4	%		25.4	%		25.4	%		25.4	%
Percent of All Common (3)		3.7	%		3.7	%		3.7	%		3.7	%		3.7	%
Sole Voting Power		3,394,219			3,394,219			0			0			0
Shared Voting Power		0			0			3,394,219			3,394,219			3,394,219
Sole Dispositive Power		3,394,219			3,394,219			0			0			0
Shared Dispositive Power		0			0			3,394,219			3,394,219			3,394,219

(1)	IMP X is the general partner of IWP X.

(2)	Kliman is a Managing Director of IMP X. Desai and Nasr are Venture Members of IMP X. The Managing Directors and Venture Members of IMP X share voting and investment control over shares held by IWP X.

(3)

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 liability company operating agreement of IMP X, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.


Cusip No. 10576N 10 2		13G		Page 9 of 9 Pages

ITEM 10.

CERTIFICATION.

n/a

EXHIBITS

Joint Filing Statement attached as Exhibit 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.

Date: February 14, 2022


INTERWEST PARTNERS X, LP

By:		InterWest Management Partners X, LLC, its General Partner

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

INTERWEST MANAGEMENT PARTNERS X, LLC

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
		Managing Director

By:		/s/ Keval Desai by Karen A. Wilson, Power of Attorney
Name:		Keval Desai

By:		/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
Name:		Gilbert H. Kliman

By:		/s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney
Name:		Khaled A. Nasr

NAME OF REPORTING PERSONS

InterWest Partners X, LP (“IWP X”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California