0000899243-23-019428.txt : 20230922 0000899243-23-019428.hdr.sgml : 20230922 20230922162118 ACCESSION NUMBER: 0000899243-23-019428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230922 FILED AS OF DATE: 20230922 DATE AS OF CHANGE: 20230922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS L P CENTRAL INDEX KEY: 0000830588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271963 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners Growth Equity Fund IX-A, L.P. CENTRAL INDEX KEY: 0001634415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271962 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-824-1000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners Growth Equity Fund IX-B, L.P. CENTRAL INDEX KEY: 0001634426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271961 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-824-1000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT INVESTORS GE IX/VC IV (UK), L.P. CENTRAL INDEX KEY: 0001846709 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271958 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 824-1000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners Co-Invest (Kiwi), LP CENTRAL INDEX KEY: 0001830877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271960 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 824-1000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT INVESTORS GE IX/VC IV, LLC CENTRAL INDEX KEY: 0001654074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41806 FILM NUMBER: 231271959 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 824-1100 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-22 0 0001835830 Klaviyo, Inc. KVYO 0000830588 SUMMIT PARTNERS L P 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001634415 Summit Partners Growth Equity Fund IX-A, L.P. 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001634426 Summit Partners Growth Equity Fund IX-B, L.P. 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001830877 Summit Partners Co-Invest (Kiwi), LP 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001654074 SUMMIT INVESTORS GE IX/VC IV, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001846709 SUMMIT INVESTORS GE IX/VC IV (UK), L.P. 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0 Series A Common Stock, par value $0.001 per share 2023-09-22 4 C 0 4919165 A 4919165 I See footnote Series A Common Stock, par value $0.001 per share 2023-09-22 4 S 0 4919165 28.3218 D 0 I See footnote Series B Common Stock, par value $0.001 per share 2023-09-22 4 C 0 4919165 0.00 D Series A Common Stock, par value $0.001 per share 4919165 49511947 I See footnotes The Series B common stock, par value $0.001 per share ("Series B Common Stock") is convertible into an equal number of shares of Series A common stock, par value $0.001 per share ("Series A Common Stock") at any time, at the holder's election, and has no expiration date. Each share of Series B Common Stock will automatically convert into Series A Common Stock upon the earlier of (i) the date specified by 66-2/3% of the outstanding shares of Series B Common Stock, voting as a single series; (ii) following the seventh anniversary of the closing of Klaviyo, Inc.'s (the "Company") initial public offering; or (iii) any transfer, whether or not for value, except for certain permitted transfers described in the Company's certificate of incorporation. On September 22, 2023, the reporting persons directed the sale of an aggregate of 4,919,165 shares of their Series B Common Stock, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the sale. Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A") and Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"). Summit Partners, L.P. is the managing member of Summit Partners Co-Invest Kiwi GP, LLC, which is the general partner of Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund"). Summit Master Company, LLC is the general partner of Summit Partners, L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV") and the general partner of Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)"). (continued from footnote 2) Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated voting and investment decisions with respect to the Series B Common Stock held by Fund IX/VC IV and Fund IX/VC IV (UK) to Summit Partners, L.P. The investment committee of Summit Partners, L.P., is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Chung, Mr. Collins, and Mr. Rottier disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest therein and the filing of this statement shall not be deemed an admission that any of the foregoing entities or persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this statement. Consists of (i) 29,262,669 shares of Series B common stock held by Fund IX-A, (ii) 18,271,200 shares of Series B Common Stock held by Fund IX-B, (iii) 1,804,320 shares of Series B Common Stock held by Kiwi Co-Invest Fund, (iv) 153,796 shares of Series B Common Stock held by Fund IX/VC IV, and (v) 19,962 shares of Series B Common Stock held by Fund IX/VC IV (UK). /s/ Adam Hennessey, as attorney-in-fact for Summit Partners, L.P. 2023-09-22 /s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-A, L.P. 2023-09-22 /s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-B, L.P. 2023-09-22 /s/ Adam Hennessey, as attorney-in-fact for Summit Partners Co-Invest (Kiwi), L.P. 2023-09-22 /s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV, LLC 2023-09-22 /s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV (UK), L.P. 2023-09-22