06/11/2025 | Press release | Distributed by Public on 06/11/2025 14:28
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Common Stock | (1) | 06/11/2025 | C | 100,000 | (1) | (1) | Series A Common Stock | 100,000 | $ 0 | 74,773,276 | D | ||||
Series B Common Stock | (1) | (1) | (1) | Series A Common Stock | 11,945,830 | 11,945,830 | I | By The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023(4) | |||||||
Series B Common Stock | (1) | (1) | (1) | Series A Common Stock | 517,006 | 517,006 | I | By The Elizabeth L. Bialecki Irrevocable GST Trust of 2023(5) | |||||||
Series B Common Stock | (1) | (1) | (1) | Series A Common Stock | 517,006 | 517,006 | I | By The Andrew P. Bialecki Irrevocable GST Trust of 2023(6) | |||||||
Series B Common Stock | (1) | (1) | (1) | Series A Common Stock | 43,218 | 43,218 | I | By spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bialecki Andrew C/O KLAVIYO, INC. 125 SUMMER STREET, 6TH FLOOR BOSTON, MA 02110 |
X | X | Chief Executive Officer |
/s/ Landon Edmond, Attorney-in-Fact | 06/11/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each share of the Issuer's 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 the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), and will automatically convert into one share 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. |
(2) | The Reporting Person directed the transfer of 100,000 shares of their Series B Common Stock in connection with a bona fide gift to a donor-advised fund, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the transfer pursuant to the Issuer's certificate of incorporation. |
(3) | Represents a bona fide gift of 100,000 shares of stock from the Reporting Person to a donor-advised fund. The Reporting Person directed the transfer of 100,000 shares of their Series B Common Stock, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the transfer. |
(4) | Shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
(5) | Shares held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
(6) | Shares held by the Andrew P. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |