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Filing Details

Accession Number:: 0000899243-23-020017
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-23 17:10:52
Reporting Period:: 2023-10-23

Accepted Time:: 2023-10-23 17:10:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1835830	Klaviyo Inc.	KVYO	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
830588	P L Partners Summit	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No
1634415	Summit Partners Growth Equity Fund Ix-A, L.p.	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No
1634426	Summit Partners Growth Equity Fund Ix-B, L.p.	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No
1654074	Summit Investors Ge Ix/Vc Iv, Llc	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No
1830877	Summit Partners Co-Invest (Kiwi), Lp	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No
1846709	Summit Investors Ge Ix/Vc Iv (Uk), L.p.	222 Berkeley Street, 18Th Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A Common Stock, Par Value $0.001 Per Share	Acquisiton	2023-10-23	1,770,318	$0.00	1,770,318	No	4	C	Indirect	See footnote
Series A Common Stock, Par Value $0.001 Per Share	Disposition	2023-10-23	1,770,318	$28.32	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series A Common Stock, Par Value $0.001 Per Share	Series B Common Stock, par value $0.001 per share	Disposition	2023-10-23	1,770,318	$0.00	1,770,318	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
47,741,629			No	4	C	Indirect

Footnotes

The Series B common stock, par value $0.001 per share ("Series B Common Stock"), is convertible into an equal number of shares of Series A common stock, par value $0.001 per share ("Series A Common Stock"), at any time, at the holder's election, and has no expiration date. Each share of Series B Common Stock will automatically convert into Series A Common Stock upon the earlier of (i) the date specified by 66-2/3% of the outstanding shares of Series B Common Stock, voting as a single series; (ii) following the seventh anniversary of the closing of Klaviyo, Inc.'s (the "Company") initial public offering; or (iii) any transfer, whether or not for value, except for certain permitted transfers described in the Company's certificate of incorporation. On October 23, 2023, the reporting persons directed the sale of an aggregate of 1,770,318 shares of their Series B Common Stock, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the sale.
Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A") and Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"). Summit Partners, L.P. is the managing member of Summit Partners Co-Invest Kiwi GP, LLC, which is the general partner of Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund"). Summit Master Company, LLC is the general partner of Summit Partners, L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV") and the general partner of Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)").
(continued from footnote 2) Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated voting and investment decisions with respect to the Series B Common Stock held by Fund IX/VC IV and Fund IX/VC IV (UK) to Summit Partners, L.P.
The investment committee of Summit Partners, L.P., is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Chung, Mr. Collins, and Mr. Rottier disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest therein and the filing of this statement shall not be deemed an admission that any of the foregoing entities or persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this statement.
Consists of (i) 28,216,372 shares of Series B common stock held by Fund IX-A, (ii) 17,617,906 shares of Series B Common Stock held by Fund IX-B, (iii) 1,739,806 shares of Series B Common Stock held by Kiwi Co-Invest Fund, (iv) 148,297 shares of Series B Common Stock held by Fund IX/VC IV, and (v) 19,248 shares of Series B Common Stock held by Fund IX/VC IV (UK).