FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/20/2023 |
3. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Series A Common Stock | 187,500(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Common Stock | (2) | (2) | Series A Common Stock | 378,107(3) | (2) | D |
Explanation of Responses: |
1. Consists of restricted stock units (RSUs) awarded under the 2023 Stock Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The RSUs vest as follows: 48% of the RSUs will vest in eight equal quarterly installments beginning on November 15, 2023, 22% RSUs will vest in four equal quarterly installments beginning on November 15, 2025, and the remaining 30% of the RSUs will vest in four equal quarterly installments beginning on November 15, 2026, subject to the Reporting Persons continued service on each such vesting date. |
2. Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock of the Issuer, and will automatically convert into Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date. |
3. Amount consists of (a) 116,189 shares of Series B Common Stock and (b) 261,918 unvested RSUs awarded under the 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement. The RSUs vest as follows: (i) 126,918 RSUs vest in five equal quarterly installments through November 15, 2024 and (ii) 45,000 RSUs vest in equal quarterly installments through February 15, 2025, with the remaining 90,000 RSUs vesting in four equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
Remarks: |
Exhibit 24 Power of Attorney |
/s/ Landon Edmond | 09/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |