President Rowland Stephen Eric converted options into 27,493 units of Series A Common Stock, covered exercise/tax liability with 28,660 units of Series A Common Stock and sold $156,764 worth of Series A Common Stock (4,536 units at $34.56), decreasing direct ownership by 3% to 186,785 units (SEC Form 4)
$KVYO
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series A Common Stock | 11/15/2024 | C(1) | 22,957 | A | (2) | 215,445 | D | |||
| Series A Common Stock | 11/15/2024 | F(3) | 28,660 | D | $35.16 | 186,785 | D | |||
| Series A Common Stock | 11/18/2024 | C(4) | 4,536 | A | (2) | 191,321 | D | |||
| Series A Common Stock | 11/18/2024 | S(4) | 4,536 | D | $34.56(5) | 186,785(6) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Common Stock | (2) | 11/15/2024 | C(1) | 22,957 | (2) | (2) | Series A Common Stock | 22,957 | $0 | 651,658 | D | ||||
| Series B Common Stock | (2) | 11/18/2024 | C(4) | 4,536 | (2) | (2) | Series A Common Stock | 4,536 | $0 | 647,122(7) | D | ||||
| Explanation of Responses: |
| 1. Represents 22,957 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs"). |
| 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, 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. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. |
| 4. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2024. |
| 5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.21 to $34.88 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. Consists of (i) 21,101 shares of Series A Common Stock and (ii) 165,684 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. |
| 7. Consists of (i) 82,690 shares of Series B Common Stock and (ii) 564,432 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement. |
| Remarks: |
| /s/ Landon Edmond, Attorney-in-Fact | 11/19/2024 | |
| ** 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 4 (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. | ||