Klaviyo (KVYO) Form 3 Initial statement of insider ownership

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^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock, par value $0.001 per share	(1)	(1)	Series A Common Stock, par value $0.001 per share	54,431,112(2)	0.00	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund IX-A, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund IX-B, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Summit Partners Co-Invest (Kiwi), LP

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUMMIT INVESTORS GE IX/VC IV, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUMMIT INVESTORS GE IX/VC IV (UK), L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Consists of (i) 32,170,006 shares of Series B common stock held by Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A"), (ii) 20,086,500 shares of Series B Common Stock held by Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"), (iii) 1,983,585 shares of Series B Common Stock held by Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund"), (iv) 169,076 shares of Series B Common Stock held by Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV"), and (v) 21,945 shares of Series B Common Stock held by Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)").

3. 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 Fund IX-A and 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 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 Fund IX/VC IV and the general partner of Fund IX/VC IV (UK). 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.

4. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Adam Hennessey, as attorney-in-fact for Summit Partners, L.P.	09/20/2023
	/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-A, L.P.	09/20/2023
	/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-B, L.P.	09/20/2023
	/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Co-Invest (Kiwi), L.P.	09/20/2023
	/s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV, LLC	09/20/2023
	/s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV (UK), L.P.	09/20/2023
	** Signature of Reporting Person	Date
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