Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Whalen Amanda (Last) (First) (Middle) C/O KLAVIYO, INC. 125 SUMMER STREET, 6TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Klaviyo, Inc. [ KVYO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	11/15/2024		C(1)		18,856	A	(2)	441,669	D
Series A Common Stock	11/15/2024		F(3)		31,053	D	$35.16	410,616	D
Series A Common Stock	11/18/2024		S(4)		15,000	D	$34.56(5)	395,616(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock	(2)	11/15/2024		C(1)			18,856	(2)	(2)	Series A Common Stock	18,856	$0	586,262(7)	D

Explanation of Responses:

1. Represents 18,856 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations relating to the vesting and settlement of restricted stock units ("RSUs").

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, 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. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

4. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.16 to $35.00 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Consists of (i) 45,707 shares of Series A Common Stock and (ii) 349,909 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

7. Consists of (i) 203,970 shares of Series B Common Stock and (ii) 382,292 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	11/19/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

---