SC 13G 1 kvyo_13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO Section 240.13d-2

Under the Securities Exchange Act of 1934
(Amendment No. ) *


  Klaviyo, Inc.
(Name of Issuer)
 
Series A Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
49845K101
(Cusip Number)
 
December 31, 2023
(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).


13G

CUSIP No. 49845K101

1
NAMES OF REPORTING PERSONS
 
Sands Capital Global Innovation Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
 
(a) ☐      (b) ⌧
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,760,398 1
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,760,398 1
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,760,398 1
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4% 1 2
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

1 This amount includes 2,292,545 shares of Series A Common Stock into which shares of Series B Common Stock (as defined in the Preliminary Note) are convertible within 60 days hereof.

2 The percentages set forth herein are calculated based on 40,841,834 shares of Series A Common Stock outstanding as of December 31, 2023.


13G

CUSIP No. 49845K101

1
NAMES OF REPORTING PERSONS
 
Sands Capital Global Innovation Fund II-KLV, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
 
(a) ☐      (b) ⌧
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
748,919 1
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
748,919 1
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
748,919 1
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.8% 1 2
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN

1 This amount includes 748,919 shares of Series A Common Stock into which shares of Series B Common Stock (as defined in the Preliminary Note) are convertible within 60 days hereof.

2 The percentages set forth herein are calculated based on 40,841,834 shares of Series A Common Stock outstanding as of December 31, 2023.


13G

CUSIP No. 49845K101

1
NAMES OF REPORTING PERSONS
 
Sands Capital Ventures, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
 
(a) ☐      (b) ⌧
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
3,509,317 1
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
3,509,317 1
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,509,317 1
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0% 1 2
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO

1 This amount includes 2,760,398 shares of Series A Common Stock that are beneficially owned by Sands Capital Global Innovation Fund II, L.P. (“Sands Innovation Fund II”) and 748,919 shares of Series A Common Stock that are beneficially owned by Sands Capital Global Innovation Fund II-KLV, L.P. (“Sands Innovation Fund II-KLV” and, together with Sands Innovation Fund II, the “Sands Funds”).  Sands Capital Ventures, LLC, as the investment manager of each of the Sands Funds, may be deemed to beneficially own a total of 3,509,317 shares of Series A Common Stock beneficially owned by the Sands Funds.

2 The percentages set forth herein are calculated based on 40,841,834 shares of Series A Common Stock outstanding as of December 31, 2023.


13G

CUSIP No. 49845K101

1
NAMES OF REPORTING PERSONS
 
Sands Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
 
(a) ☐      (b) ⌧
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
666,710
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
666,710
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
666,710
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.6% 1
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

1 The percentages set forth herein are calculated based on 40,841,834 shares of Series A Common Stock outstanding as of December 31, 2023.


13G

CUSIP No. 49845K101

1
NAMES OF REPORTING PERSONS
 
Frank M. Sands
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
 
(a) ☐      (b) ⌧
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
4,176,027 1
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
4,176,027 1
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,176,027 1
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)                         
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.5% 1 2
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN, HC

1 This amount includes: (i) 2,760,398 shares of Series A Common Stock that are beneficially owned by Sands Capital Global Innovation Fund II, L.P. (“Sands Innovation Fund II”); (ii) 748,919 shares of Series A Common Stock that are beneficially owned by Sands Capital Global Innovation Fund II-KLV, L.P. (“Sands Innovation Fund II-KLV” and, together with Sands Innovation Fund II, the “Sands Funds”); and (iii) 666,710 shares of Series A Common Stock that are beneficially owned by Sands Capital Management, LLC (“SCM”).  Frank M. Sands holds ultimate voting and investment power over securities held by the Sands Funds and SCM, and thus may be deemed to beneficially own a total of 4,176,027 shares of Series A Common Stock beneficially owned by the Sands Funds and SCM.

2 The percentages set forth herein are calculated based on 40,841,834 shares of Series A Common Stock outstanding as of December 31, 2023.




Preliminary Note:

As of the date requiring the filing of this report, the Reporting Persons hold an aggregate of: (i) 1,134,563 shares of Series A Common Stock; and (ii) 3,041,464 shares of Series B Common Stock (“Series B Common Stock”), each of which is convertible at any time at the option of the holder into one share of Series A Common Stock.

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.

Item 1.
Issuer

(a) Name of Issuer:

The name of the issuer to which this filing on Schedule 13G relates is Klaviyo, Inc. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

The principal executive offices of the Issuer are located at 125 Summer Street, 6th Floor, Boston, Massachusetts 02110.

Item 2.
Identity and Background

(a) Name of Person(s) Filing:

This Schedule 13G is being filed jointly by: (i) Sands Capital Global Innovation Fund II, L.P. (“Sands Innovation Fund II”), with respect to the shares of Series A Common Stock held by it and the shares of Series A Common Stock that it has the right to acquire upon the conversion of Series B Common Stock; (ii) Sands Capital Global Innovation Fund II-KLV, L.P. (“Sands Innovation Fund II-KLV” and, together with Sands Innovation Fund II, the “Sands Funds”), with respect to the shares of Series A Common Stock that it has the right to acquire upon the conversion of Series B Common Stock; (iii) Sands Capital Ventures, LLC (“SCV”), the investment manager of the Sands Funds, with respect to the shares of Series A Common Stock held by the Sands Funds and the shares of Series A Common Stock that the Sands Funds have the right to acquire upon the conversion of Series B Common Stock; (iv) Sands Capital Management, LLC (“SCM”), with respect to the shares of Series A Common Stock held by it; and (v) Frank M. Sands (“Sands”), with respect to the shares of Series A Common Stock held by the Sands Funds and SCM and the shares of Series A Common Stock that the Sands Funds have the right to acquire upon the conversion of Series B Common Stock.  The Sands Funds, SCV, SCM and Sands are together referred to herein as the “Reporting Persons”.

Sands Capital Global Innovation Fund II-GP, L.P. (“Sands Innovation GP L.P.”) is the general partner of each of Sands Innovation Fund II and Sands Innovation Fund II-KLV.  Sands Capital Global Innovation Fund II-GP, LLC (“Sands Innovation GP LLC” and, together with Sands Innovation GP L.P., the “Sands General Partners”) is the general partner of Sands Innovation GP L.P.  SCV is the investment manager of each of the Sands Funds and thus may be deemed to beneficially own the shares of Series A Common Stock beneficially owned by the Sands Funds.  Sands holds ultimate voting and investment power over securities held by the Sands Funds and SCM, and thus may be deemed to beneficially own the shares of Series A Common Stock beneficially owned by the Sands Funds and SCM.

(b) Address of Principal Business Office, or if None, Residence:

The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.

(c) Citizenship or Place of Organization:

Each of Sands Innovation Fund II and Sands Innovation GP L.P. is organized under the laws of the Cayman Islands.  Each of Sands Innovation Fund II-KLV, Sands Innovation GP LLC, SCV and SCM is organized under the laws of the State of Delaware.  Sands is a citizen of the United States.

(d) Title of Class of Securities:

The class of securities of the Issuer to which this Schedule 13G relates is Series A Common Stock, $0.001 par value per share (“Series A Common Stock”).

(e) CUSIP Number:

The CUSIP number of the Series A Common Stock is 49845K101.

Item 3.
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),         Check Whether the Person Filing Is an Entity Specified in (a) - (k):


(a)
[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);


(b)
[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);


(c)
[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);


(d)
[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);


(e)
[ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f)
[ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);


 (g)
[ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h)
[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i)
[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j)
[ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);


(k)
[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership

See rows 5 through 11 of cover pages.

Item 5.
Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

[X] Securities reported on this Schedule 13G are held in the accounts of various clients of Sands Capital Management, LLC, which may include pension plans, endowments, foundations, mutual funds, charities, state and municipal government entities, Taft-Hartley plans, families, and individuals, among other types.  Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.  No such client’s interest in the class of securities reported herein is more than 5%.

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

Not applicable.

Item 9.
Notice of Dissolution of Group

Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.



SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: February 13, 2024

 
Sands Capital Global Innovation Fund II, L.P., and
Sands Capital Global Innovation Fund II-KLV, L.P.
 
 
By: Sands Capital Global Innovation Fund II-GP, L.P., their general partner
 
 
By: Sands Capital Global Innovation Fund II-GP, LLC, its general partner
 
 
By: /s/ Jonathan Goodman
 
Name: Jonathan Goodman
 
Title: General Counsel
   
 
Sands Capital Ventures, LLC
 
 
By: /s/ Jonathan Goodman
 
Name: Jonathan Goodman
 
Title: General Counsel
   
 
Sands Capital Management, LLC
   
 
/s/ Alexandra R. Fulk
 
Name: Alexandra R. Fulk
Title: Chief Compliance Officer, Senior Counsel
   
 
By: Frank M. Sands
 
Name: Frank M. Sands
   


EXHIBIT INDEX


EXHIBIT 1
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
 

EXHIBIT 1
to
SCHEDULE 13G

JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2024

 
Sands Capital Global Innovation Fund II, L.P., and
Sands Capital Global Innovation Fund II-KLV, L.P.
 
 
By: Sands Capital Global Innovation Fund II-GP, L.P., their general partner
 
 
By: Sands Capital Global Innovation Fund II-GP, LLC, its general partner
 
 
By: /s/ Jonathan Goodman
 
Name: Jonathan Goodman
 
Title: General Counsel
   
 
Sands Capital Ventures, LLC
 
 
By: /s/ Jonathan Goodman
 
Name: Jonathan Goodman
 
Title: General Counsel
   
 
Sands Capital Management, LLC
   
 
/s/ Alexandra R. Fulk
 
Name: Alexandra R. Fulk
Title: Chief Compliance Officer, Senior Counsel
   
 
By: Frank M. Sands
 
Name: Frank M. Sands