08/18/2026 | Press release | Distributed by Public on 08/18/2026 18:09
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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) | ||
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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 | (2) | 08/15/2026 | C(1) | 7,001 | (2) | (2) | Series A Common Stock | 7,001 | $18.49 | 48,999(5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fernandez Gomez Luciano C/O KLAVIYO, INC. 125 SUMMER STREET 6TH FLOOR BOSTON, MA 02110 |
X | Co-Chief Executive Officer | ||
| /s/ Landon Edmond, Attorney-in-Fact | 08/18/2026 | |
| **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) | Represents 7,001 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"). |
| (2) | 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. |
| (3) | 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. |
| (4) | Consists of (i) 287,984 shares of Series A Common Stock; (ii) 820,351 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 1,193,238 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. |
| (5) | Consists of 48,999 shares of Series B Common Stock. |