0001628280-23-032690.txt : 20230920 0001628280-23-032690.hdr.sgml : 20230920 20230920165726 ACCESSION NUMBER: 0001628280-23-032690 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230920 FILED AS OF DATE: 20230920 DATE AS OF CHANGE: 20230920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHOPIFY INC. CENTRAL INDEX KEY: 0001594805 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231267049 BUSINESS ADDRESS: STREET 1: 151 O'CONNOR STREET STREET 2: GROUND FLOOR CITY: OTTAWA STATE: A6 ZIP: K2P 2L8 BUSINESS PHONE: 613-241-2828 MAIL ADDRESS: STREET 1: 151 O'CONNOR STREET STREET 2: GROUND FLOOR CITY: OTTAWA STATE: A6 ZIP: K2P 2L8 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shopify Strategic Holdings 3 LLC CENTRAL INDEX KEY: 0001993562 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231267050 BUSINESS ADDRESS: STREET 1: 151 O'CONNOR STREET, GROUND FLOOR CITY: OTTAWA STATE: A6 ZIP: K2P 2L8 BUSINESS PHONE: 613 241 2828 MAIL ADDRESS: STREET 1: 151 O'CONNOR STREET, GROUND FLOOR CITY: OTTAWA STATE: A6 ZIP: K2P 2L8 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Klaviyo, Inc. CENTRAL INDEX KEY: 0001835830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 SUMMER STREET, FLOOR 6 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 800-338-1744 MAIL ADDRESS: STREET 1: 125 SUMMER STREET, FLOOR 6 CITY: BOSTON STATE: MA ZIP: 02110 3 1 wk-form3_1695243433.xml FORM 3 X0206 3 2023-09-20 0 0001835830 Klaviyo, Inc. KVYO 0001993562 Shopify Strategic Holdings 3 LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 0 0 1 0 0001594805 SHOPIFY INC. 151 O'CONNOR STREET GROUND FLOOR OTTAWA A6 K2P 2LB ONTARIO, CANADA 0 0 1 0 Series B Common Stock Series A Common Stock 9249114 D Warrants to Purchase Series B Common Stock (Right to Buy) 0.01 2032-07-28 Series B Common Stock 9445906 D Investment Option (Right to Buy) 88.9274 2022-07-28 2030-07-28 Series B Common Stock 15743174 D 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. Securities held directly by Shopify Strategic Holdings 3 LLC ("Shopify Strategic"), a wholly-owned subsidiary of Shopify Inc. ("Shopify"). Shopify is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest therein. 25% of the shares subject to the warrants vested on July 28, 2022, and the remaining shares vest quarterly in equal amounts through July 28, 2027. Notwithstanding the foregoing, in connection with the Issuer's initial public offering ("IPO"), 25% of the total number of shares subject to the warrants shall vest immediately prior to the completion of the IPO. SHOPIFY STRATEGIC HOLDINGS 3 LLC, By: /s/ Jason Kilpela 2023-09-20 SHOPIFY INC., By: /s/ Michael L. Johnson 2023-09-20