| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Klaviyo, Inc. (Name of Issuer) |
Series A Common Stock, par value $0.001 per share (Title of Class of Securities) |
49845K101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Partners Growth Equity Fund IX-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 24,130,130.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 24,130,130 shares of Series A Common Stock ("Series A Shares") issuable in respect of 24,130,130 shares of Series B Common Stock ("Series B Shares"). Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Partners Growth Equity Fund IX-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,066,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 15,066,515 Series A Shares issuable in respect of 15,066,515 Series B Shares. Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Partners Co-Invest (Kiwi), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,487,851.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.24 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 1,487,851 Series A Shares issuable in respect of 1,487,851 Series B Shares. Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Investors GE IX/VC IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 126,822.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Represents 126,822 Series A Shares issuable in respect of 126,822 Series B Shares. Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Investors GE IX/VC IV (UK), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 16,460.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 16,460 Series A Shares issuable in respect of 16,460 Series B Shares. Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| CUSIP No. | 49845K101 |
| 1 | Names of Reporting Persons Summit Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 40,827,778.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 34.13 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Represents 40,827,778 Series A Shares issuable in respect of 40,827,778 Series B Shares. Calculated based upon 78,803,963 Series A Shares outstanding as of October 31, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on September 30, 2024, as increased by an aggregate of 40,827,778 Series A Shares issuable in respect of the 40,827,778 Series B Shares held by the Summit Holders (as defined in Item 2).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Klaviyo, Inc. | |
| (b) | Address of issuer's principal executive
offices: 125 Summer Street, Floor 6, Boston, MA 02110 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A")
(ii) Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B")
(iii) Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund")
(iv) Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV")
(v) Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)," and together with each of the foregoing, the "Summit Holders")
(vi) Summit Partners, L.P. | |
| (b) | Address or principal business office or, if
none, residence: 222 Berkeley Street, 18th Floor
Boston, MA 02116 | |
| (c) | Citizenship: See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities: Series A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 49845K101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See responses to Item 9 on each cover page.
The reported securities are held by Fund IX-A (24,130,130 Series A Shares issuable in respect of 24,130,130 Series B Shares), Fund IX-B (15,066,515 Series A Shares issuable in respect of 15,066,515 Series B Shares), Kiwi Co-Invest Fund (1,487,851 Series A Shares issuable in respect of 1,487,851 Series B Shares), Fund IX/VC IV (126,822 Series A Shares issuable in respect of 126,822 Series B Shares), and Fund IX/VC IV (UK) (16,460 Series A Shares issuable in respect of 16,460 Series B Shares). 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 Shares 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 Chung, Scott Collins and Peter 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 reported securities (except to the extent such securities are directly held by such entity). The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement. | |
| (b) | Percent of class: See responses to Item 11 on each cover page % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page.
| ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page.
| ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
EXHIBIT LIST
Exhibit A
Joint Filing Agreement, dated as of January 31, 2024, incorporated by reference to the Schedule 13G filed by the Reporting Persons on January 31, 2024
Exhibit B
Powers of Attorney, incorporated herein by reference to of the statement on Schedule 13G filed by the Reporting Persons on January 31, 2024