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^*

Edmond Landon

(Last)

(First)

(Middle)

C/O KLAVIYO, INC. 125 SUMMER STREET

6TH FLOOR

(Street)

BOSTON

02110

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

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

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

X	Form filed by One Reporting Person
	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)
Series A Common Stock	187,500⁽¹⁾	D

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	⁽²⁾	⁽²⁾	Series A Common Stock	378,107⁽³⁾	⁽²⁾	D

Explanation of Responses:

1. Consists of restricted stock units (RSUs) awarded under the 2023 Stock Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The RSUs vest as follows: 48% of the RSUs will vest in eight equal quarterly installments beginning on November 15, 2023, 22% RSUs will vest in four equal quarterly installments beginning on November 15, 2025, and the remaining 30% of the RSUs will vest in four equal quarterly installments beginning on November 15, 2026, subject to the Reporting Persons continued service on each such vesting date.

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 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.

3. Amount consists of (a) 116,189 shares of Series B Common Stock and (b) 261,918 unvested RSUs awarded under the 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement. The RSUs vest as follows: (i) 126,918 RSUs vest in five equal quarterly installments through November 15, 2024 and (ii) 45,000 RSUs vest in equal quarterly installments through February 15, 2025, with the remaining 90,000 RSUs vesting in four equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Landon Edmond	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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