SC 13G

Names of Reporting Persons

William Magnuson

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America

SC 13G 1 d283209dsc13g.htm SC 13G SC 13G

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, $0.0001 par value per share

(Title of Class of Securities)

10576N102

(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. 10576N102

Item 1.

(a)

Name of Issuer

Braze, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices

330 West 34th Street, Floor 18

New York, NY 10001

Item 2.

(a)

Name of Person Filing

William Magnuson

(b)

Address of Principal Business Office or, if none, Residence

c/o Braze, Inc.

330 West 34th Street, Floor 18

New York, NY 10001

(c)

Citizenship

United States of America

(d)

Title of Class of Securities

Class A Common Stock, $0.0001 par value (the “Class A Common Stock”)

(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:

Not applicable

Item 4.

Ownership

The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for the Reporting Person hereto and is incorporated herein by reference.

(a) Amount beneficially owned:

As of December 31, 2021, Mr. Magnuson beneficially owned (i) 3,294,244 shares of the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), and (ii) 669,437 shares of Class B Common Stock issuable pursuant to stock options that are exercisable within 60 days of December 31, 2021.

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 holder 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 holder 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. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share.

(b) Percent of class:

Based on (i) 15,052,658 shares of Class A Common Stock and (ii) 77,171,300 shares of Class B Common Stock issued and outstanding, in each case as of December 31, 2021, and the information set forth in (a) above, Mr. Magnuson beneficially owned (A) 20.8% of the outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Magnuson as converted for purposes of computing this percentage), and (B) 4.3% of the outstanding Common Stock, representing 5.0% of the total voting power of the Issuer’s outstanding Common Stock.

(i) Sole power to vote or to direct the vote: 3,963,681

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 3,963,681

(iv) Shared power to dispose or to direct the disposition of: 0

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

Not applicable

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

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.

Dated: February 11, 2022


/s/ William Magnuson
William Magnuson

ATTENTION

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

SEC Form SC 13G filed by Braze Inc.