Stephen Eric Rowland - 15 Nov 2024 Form 4 Insider Report for Klaviyo, Inc. (KVYO)

Role
President
Signature
/s/ Landon Edmond, Attorney-in-Fact
Issuer symbol
KVYO
Transactions as of
15 Nov 2024
Net transactions value
-$1,164,450
Form type
4
Filing time
19 Nov 2024, 18:12:52 UTC
Previous filing
17 Oct 2024
Next filing
18 Dec 2024
SEC
View on sec.gov

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 +22,957 +12% 215,445 15 Nov 2024 Direct F1, F2
transaction KVYO Series A Common Stock Tax liability $1,007,686 -28,660 -13% $35.16 186,785 15 Nov 2024 Direct F3
transaction KVYO Series A Common Stock Conversion of derivative security +4,536 +2.4% 191,321 18 Nov 2024 Direct F2, F4
transaction KVYO Series A Common Stock Sale $156,764 -4,536 -2.4% $34.56 186,785 18 Nov 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 -22,957 -3.4% $0.000000 651,658 15 Nov 2024 Series A Common Stock 22,957 Direct F1, F2
transaction KVYO Series B Common Stock Conversion of derivative security $0 -4,536 -0.7% $0.000000 647,122 18 Nov 2024 Series A Common Stock 4,536 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 22,957 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 March 6, 2024.
F5 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.21 to $34.88 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) 21,101 shares of Series A Common Stock and (ii) 165,684 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) 82,690 shares of Series B Common Stock and (ii) 564,432 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.