Amendment: SEC Form SCHEDULE 13G/A filed by Klaviyo Inc.
$KVYO
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Klaviyo, Inc. (Name of Issuer) |
Series A Common Stock, $0.01 (Title of Class of Securities) |
49845K101 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons
Accomplice Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,114,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons
Accomplice Associates I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,114,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons
Jeff Fagnan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,137,154.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Klaviyo, Inc. | |
| (b) | Address of issuer's principal executive offices:
125 Summer Street, 6th Floor Boston, MA, 02110 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed on behalf of Accomplice Fund I, L.P. ("ACC I"), Accomplice Associates I, LLC ("AA I"), the sole general partner of ACC I, and Jeff Fagnan ("Fagnan"), the sole Class A Member of AAI. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of ACC I, AA I and Fagnan is 56 Wareham Street, Floor 3, Boston, MA 02118. | |
| (c) | Citizenship:
Each of ACC I and AA I is organized under the laws of Delaware. Fagnan is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Series A Common Stock, $0.01 | |
| (e) | CUSIP No.:
49845K101 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on March 31, 2025, ACC I directly owns 26,720 shares of Series A Common Stock, par value $0.01 ("Series A Common Stock") and 11,087,390 shares of Series B Common Stock, par value $0.01 ("Series B Common Stock"). AA I is the sole general partner of ACC I. Fagnan is the sole Class A Member of AA I. No person other than the respective owner referred to herein is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares. In addition, Fagnan may be deemed to beneficially own 44 shares of Series A Common Stock held by an immediate family member and 23,000 shares of Series A Common Stock held directly by Tailwater Investments, LLC, an entity wholly owned by Fagnan. | |
| (b) | Percent of class:
As of the close of business on March 31, 2025, each of ACC I, AA I and Fagnan was the beneficial owner of approximately 10.5% of the Series A Common Stock, based on 94,574,036 shares of Series A Common Stock outstanding as of March 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025, plus 11,087,390 shares of the Issuer's Series B Common Stock held by the reporting persons as of March 31, 2025, which are treated as converted into Series A Common Stock only for the purpose of computing the reporting person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
ACC I: 11,114,110 shares
AA I: 11,114,110 shares
Fagnan: 11,137,154 shares | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
ACC I: 11,114,110 shares
AA I: 11,114,110 shares
Fagnan: 11,137,154 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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