Amanda Whalen - Aug 9, 2024 Form 4 Insider Report for Klaviyo, Inc. (KVYO)

Role
Chief Financial Officer
Signature
/s/ Landon Edmond, Attorney-in-Fact
Stock symbol
KVYO
Transactions as of
Aug 9, 2024
Transactions value $
-$1,813,800
Form type
4
Date filed
8/9/2024, 07:32 PM
Previous filing
May 17, 2024
Next filing
Aug 16, 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 +42K +9.25% 496K Aug 9, 2024 Direct F1
transaction KVYO Series A Common Stock Sale -$1.81M -60K -12.1% $30.23 436K Aug 9, 2024 Direct F2, F3, F4

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 -42K -6.12% $0.00 644K Aug 9, 2024 Series A Common Stock 42K Direct F1, F5
* 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 Each share of Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), of the Issuer, and will automatically convert into shares of 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.
F2 These sales were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 16, 2023.
F3 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.63 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.
F4 Consists of (i) 21,598 shares of Series A Common Stock and (ii) 414,395 unvested restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
F5 Consists of (i) 165,849 shares of Series B Common Stock and (ii) 478,125 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.