Astral Capital ABEH Form 3 Klaviyo / Jon Karlen ownership change

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^*

Astral Capital ABEH, LLC

(Last) (First) (Middle)

36 DENNY RD.

(Street)

CHESTNUT HILL MA 02467

(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)
Series A Common Stock	1,123,247	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock	(2)	(2)	Series A Common Stock	5,117,010	(2)	D(1)

1. Name and Address of Reporting Person^*

Astral Capital ABEH, LLC

(Last) (First) (Middle)

36 DENNY RD.

(Street)

CHESTNUT HILL MA 02467

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Astral Capital ABEH Manager, LLC

(Last) (First) (Middle)

36 DENNY RD.

(Street)

CHESTNUT HILL MA 02467

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Karlen Jon

(Last) (First) (Middle)

36 DENNY RD.

(Street)

CHESTNUT HILL MA 02467

(City) (State) (Zip)

Explanation of Responses:

1. Shares held by Astral Capital ABEH, LLC. Astral Capital ABEH Manager, LLC is the sole manager of Astral Capital ABEH, LLC. Jon Karlen is the sole manager of Astral Capital ABEH Manager, LLC. Each Reporting Person disclaims beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.

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.

Remarks:

	Astral Capital ABEH, LLC, By: Astral Capital ABEH Manager, LLC, Manager, By: /s/ Jon Karlen, Title: Manager	09/20/2023
	Astral Capital ABEH Manager, LLC, By: /s/ Jon Karlen, Title: Manager	09/20/2023
	/s/ Jon Karlen	09/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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