Landon Edmond - Nov 15, 2024 Form 4 Insider Report for Klaviyo, Inc. (KVYO)

Role
Chief Legal Officer
Signature
/s/ Landon Edmond
Stock symbol
KVYO
Transactions as of
Nov 15, 2024
Transactions value $
-$2,289,106
Form type
4
Date filed
11/19/2024, 06:11 PM
Previous filing
Aug 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KVYO Series A Common Stock Conversion of derivative security +16.7K +6.78% 262K Nov 15, 2024 Direct F1, F2
transaction KVYO Series A Common Stock Tax liability -$907K -25.8K -9.83% $35.16 237K Nov 15, 2024 Direct F3
transaction KVYO Series A Common Stock Conversion of derivative security +40K +16.9% 277K Nov 18, 2024 Direct F2, F4
transaction KVYO Series A Common Stock Sale -$1.38M -40K -14.46% $34.56 237K Nov 18, 2024 Direct F4, F5, F6

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 Series B Common Stock Conversion of derivative security $0 -16.7K -6.51% $0.00 239K Nov 15, 2024 Series A Common Stock 16.7K Direct F1, F2
transaction KVYO Series B Common Stock Conversion of derivative security $0 -40K -16.7% $0.00 199K Nov 18, 2024 Series A Common Stock 40K Direct F2, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents 16,666 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 related to the vesting and settlement of restricted stock units ("RSUs").
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, 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 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.
F4 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.
F5 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.13 to $34.99 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.
F6 Consists of (i) 17,656 shares of Series A Common Stock and (ii) 218,965 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.
F7 Consists of (i) 101,986 shares of Series B Common Stock and (ii) 97,500 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.