Shopify Strategic Holdings 3 LLC - 28 Sep 2023 Form 4 Insider Report for Klaviyo, Inc. (KVYO)

Role
10%+ Owner
Signature
SHOPIFY STRATEGIC HOLDINGS 3 LLC, By: /s/ Seth Bressack, Director
Issuer symbol
KVYO
Transactions as of
28 Sep 2023
Net transactions value
+$39,358
Form type
4
Filing time
02 Oct 2023, 16:35:17 UTC
Previous filing
20 Sep 2023
Next filing
02 Nov 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KVYO Warrants to Purchase Series B Common Stock (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -3,935,793 -42% $0.000000 5,510,113 28 Sep 2023 Series B Common Stock 3,935,793 $0.0100 Direct F1, F2
transaction KVYO Series B Common Stock Exercise of in-the-money or at-the-money derivative security $39,358 +3,935,793 +43% $0.0100* 13,184,907 28 Sep 2023 Series A Common Stock 3,935,793 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 vested immediately prior to the completion of the IPO.
F2 Reflects 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.
F3 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.