SEC FORM 3

SEC Form 3

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^*

Accel Growth Fund V L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2023

3. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	1,512,045	⁽¹⁾	D⁽²⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	64,208	⁽¹⁾	I	By Accel Growth Fund V Strategic Partners L.P.⁽²⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	78,605	⁽¹⁾	I	By Accel Growth Fund V Investors (2019) L.L.C.
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	4,533,156	⁽¹⁾	I	By Accel Leaders Fund II L.P.⁽³⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	193,122	⁽¹⁾	I	By Accel Leaders Fund II Strategic Partners L.P.⁽³⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	238,299	⁽¹⁾	I	By Accel Leaders Fund II Investors (2019) L.L.C.

1. Name and Address of Reporting Person^*

Accel Growth Fund V L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund V Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund V Investors (2019) L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Leaders Fund II L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Leaders Fund II Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Leaders Fund II Investors (2019) L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Growth Fund V Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Accel Leaders Fund II Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. Accel Growth Fund V Associates L.L.C. ("AGF5A") is the General Partner of both Accel Growth Fund V L.P. and Accel Growth Fund V Strategic Partners L.P. (together, the "AGF5 Entities"), and has sole voting and dispositive power with regard to the shares held by the AGF5 Entities. AGF5A disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

3. Accel Leaders Fund II Associates L.L.C. ("ALF2A") is the General Partner of both Accel Leaders Fund II L.P. and Accel Leaders Fund II Strategic Partners L.P. (together, the "ALF2 Entities"), and has sole voting and dispositive power with regard to the shares held by the ALF2 Entities. ALF2A disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose.

Remarks:

	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Growth Fund V L.P.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Growth Fund V Strategic Partners L.P.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Growth Fund V Investors (2019) L.L.C.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Leaders Fund II L.P.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Leaders Fund II Strategic Partners L.P.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Leaders Fund II Investors (2019) L.L.C.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Growth Fund V Associates L.L.C.	09/20/2023
	/s/ Tracy L Sedlock, as Attorney-in-Fact, for Accel Leaders Fund II Associates L.L.C.	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).
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