4//SEC Filing
Binder Clip Holdings LLC 4
Accession 0001894090-21-000002
CIK 0001676238other
Filed
Nov 22, 7:00 PM ET
Accepted
Nov 23, 4:52 PM ET
Size
17.4 KB
Accession
0001894090-21-000002
Insider Transaction Report
Form 4
Braze, Inc.BRZE
MCG7 Capital Inc.
Other
Transactions
- Conversion
Common Stock
2021-11-19+634,408→ 8,634,408 total(indirect: see footnote) - Other
Common Stock
2021-11-19−8,634,408→ 0 total(indirect: see footnote) - Conversion
Series A Preferred Stock
2021-11-19−492,496→ 0 total(indirect: see footnote)→ Common Stock (492,496 underlying) - Other
Class B Common Stock
2021-11-19+8,634,408→ 8,634,408 total(indirect: see footnote)→ Class A Common Stock (8,634,408 underlying) - Conversion
Series A-1 Preferred Stock
2021-11-19−141,912→ 0 total(indirect: see footnote)→ Common Stock (141,912 underlying)
Transactions
- Conversion
Common Stock
2021-11-19+634,408→ 8,634,408 total(indirect: see footnote) - Conversion
Series A-1 Preferred Stock
2021-11-19−141,912→ 0 total(indirect: see footnote)→ Common Stock (141,912 underlying) - Conversion
Series A Preferred Stock
2021-11-19−492,496→ 0 total(indirect: see footnote)→ Common Stock (492,496 underlying) - Other
Class B Common Stock
2021-11-19+8,634,408→ 8,634,408 total(indirect: see footnote)→ Class A Common Stock (8,634,408 underlying) - Other
Common Stock
2021-11-19−8,634,408→ 0 total(indirect: see footnote)
Footnotes (4)
- [F1]Each share of Series A-1 Preferred Stock and Series A Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.
- [F2]The shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7 and the board of managers of Binder are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7 and each manager of Binder disclaims beneficial ownership of such securities.
- [F3]Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
- [F4]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.
Documents
Issuer
Braze, Inc.
CIK 0001676238
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001893905
Filing Metadata
- Form type
- 4
- Filed
- Nov 22, 7:00 PM ET
- Accepted
- Nov 23, 4:52 PM ET
- Size
- 17.4 KB