Amanda Whalen - Sep 20, 2023 Form 3 Insider Report for Klaviyo, Inc. (KVYO)

Role: Chief Financial Officer
Signature: /s/ Landon Edmond, Attorney-in-Fact
Stock symbol: KVYO
Transactions as of: Sep 20, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/20/2023, 04:35 PM
Next filing: Nov 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KVYO	Series A Common Stock						200K	Sep 20, 2023	Direct	F1

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
holding	KVYO	Series B Common Stock							Sep 20, 2023	Series A Common Stock	743K		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of restricted stock units (RSUs) awarded under the 2023 Stock Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The RSUs vest as follows: 32% of the RSUs vest in four equal quarterly installments beginning on November 15, 2023, 27% of the RSUs will vest in four equal quarterly installments beginning on November 15, 2024, 18% of the RSUs will vest in four equal quarterly installments beginning on November 15, 2025, and the remaining 23% of the RSUs will vest in four equal quarterly installments beginning on November 15, 2026, subject to the Reporting Persons continued service on each such vesting date.
F2	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.
F3	Amount consists of (a) 120,667 shares of Series B Common Stock and (b) 621,875 unvested RSUs awarded under the 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement. The RSUs vest as follows: (i) 378,125 RSUs vest in eleven equal quarterly installments through May 15, 2026 and (ii) 81,250 RSUs vest in equal quarterly installments through February 15, 2025, with the remaining 162,500 RSUs vesting in four equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24 Power of Attorney