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. (the "Issuer") (Name of Issuer) |
Series A common stock, par value $0.001 per share (the "Series A Common Stock") (Title of Class of Securities) |
49845K101 (CUSIP Number) |
09/30/2025 (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
Hallen Ed | ||||||||
| 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
32,879,098.00 | ||||||||
| 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)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Klaviyo, Inc. (the "Issuer") | |
| (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 filed on behalf of Ed Hallen (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Person is c/o Klaviyo, Inc., 125 Summer Street, 6th Floor, Boston, MA 02110. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Series A common stock, par value $0.001 per share (the "Series A Common Stock") | |
| (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:
The ownership information below represents beneficial ownership of Series A Common Stock of the Issuer as of September 30, 2025, based on (i) 137,345,197 shares of Series A Common Stock outstanding as of September 30, 2025, as reported by the Issuer to the Reporting Person, plus (ii) 31,999,106 shares of Series A Common Stock issuable upon conversion of shares of the Issuer's Series B common stock, par value $0.001 per share (the "Series B Common Stock"), held directly by the Reporting Person, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i) only for purposes of computing the percentage ownership of the Reporting Person.
The Reporting Person may be deemed to be the beneficial owner of 32,879,098 shares of Series A Common Stock, which includes: (i) 31,999,106 shares of Series A Common Stock underlying shares of Series B Common Stock held directly by the Reporting Person, (ii) 177,776 shares of Series A Common Stock held by Hodgkins Trust for the benefit of the Reporting Person and the Reporting Person's family, and of which the trustee is an independent institution, and (iii) 702,216 shares of Series A Common Stock held by Hodgkins LLC, of which the Reporting Person serves as manager. | |
| (b) | Percent of class:
19.4% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
32,879,098 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
32,879,098 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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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