SEC FORM 3

SEC FORM 3 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^*

Shopify Strategic Holdings 3 LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	9,249,114	⁽¹⁾	D⁽²⁾
Warrants to Purchase Series B Common Stock (Right to Buy)	⁽³⁾	07/28/2032	Series B Common Stock	9,445,906	0.01	D⁽²⁾
Investment Option (Right to Buy)	07/28/2022	07/28/2030	Series B Common Stock	15,743,174	88.9274	D⁽²⁾

1. Name and Address of Reporting Person^*

Shopify Strategic Holdings 3 LLC

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SHOPIFY INC.

(Last)

(First)

(Middle)

151 O'CONNOR STREET

GROUND FLOOR

(Street)

OTTAWA

K2P 2LB

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. Securities held directly by Shopify Strategic Holdings 3 LLC ("Shopify Strategic"), a wholly-owned subsidiary of Shopify Inc. ("Shopify"). Shopify is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. 25% of the shares subject to the warrants vested on July 28, 2022, and the remaining shares vest quarterly in equal amounts through July 28, 2027. Notwithstanding the foregoing, in connection with the Issuer's initial public offering ("IPO"), 25% of the total number of shares subject to the warrants shall vest immediately prior to the completion of the IPO.

Remarks:

	SHOPIFY STRATEGIC HOLDINGS 3 LLC, By: /s/ Jason Kilpela	09/20/2023
	SHOPIFY INC., By: /s/ Michael L. Johnson	09/20/2023
	** 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 5 (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.
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SEC Form 3 filed by new insider Shopify Strategic Holdings 3 Llc