Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001341004-23-000363 0001594805 XXXXXXXX LIVE 2 Series A Common Stock 11/09/2024 false 0001835830 49845K101 Klaviyo, Inc. 125 Summer Street 6th Floor Boston MA 02110 Shopify Strategic Holdings 3 6132416868 251 Little Falls Drive Wilmington DE 19808 0001993562 N Shopify Strategic Holdings 3 LLC OO WC N DE 0 30994372 0 30994372 30994372 N 25.51 OO 0001594805 N Shopify Inc. OO N Z4 0 30994372 0 30994372 30994372 N 25.51 CO Series A Common Stock Klaviyo, Inc. 125 Summer Street 6th Floor Boston MA 02110 Explanatory Note This Amendment No. 2 (the "Amendment No. 2") to the Schedule 13D filed on December 11, 2023, as amended by Amendment No. 1 filed on July 30, 2024, (together, the "Schedule 13D") is being filed to report changes in the beneficial ownership reported by the Reporting Persons due to (i) the vesting of 344,381 and 344,382 Warrants on October 28, 2024 and January 28, 2025, respectively, and (ii) changes in the total number of Series A Common Stock outstanding since the filing of Amendment No.1 to the Schedule 13D. All items not described herein remain as previously reported in the Schedule 13D, and all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Annex A attached hereto. Item 3 of the Schedule 13D is hereby amended by adding the text below to the end of Item 3 of the Schedule 13D: On October 28, 2024 and January 28, 2025, 344,381 and 344,382 of the Warrants held by SSH 3, respectively, vested and became exercisable for an equal number of shares of Series B Common Stock. SSH 3 exercised these Warrants on October 28, 2024 and February 21, 2025, respectively. Item 5 is hereby amended and restated in its entirety as follows: The aggregate number and percentage of shares of Series A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 2 and are incorporated herein by reference. As of the date hereof, SSH 3 and Shopify Inc. beneficially own 30,994,372 shares of Series A Common Stock, representing approximately beneficial ownership of 25.51% of the outstanding Series A Common Stock, consisting of: (i) 15,251,198 shares of Series B Common Stock held directly by SSH 3 and (ii) the Investment Option held by SSH 3, which is exercisable for an additional 15,743,174 Series B Common Stock. Each share of Series B Common Stock is convertible into one share of Series A Common Stock at any time at the option of the holder thereof. Calculations of the percentage of the shares of Series A Common Stock beneficially owned by the Reporting Persons is based on (i) 90,501,471 shares of Series A Common Stock outstanding as of February 14, 2025, based on information set forth in the Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 19, 2025, (ii) 15,251,198 shares of Series A Common Stock issuable upon the conversion of Series B Common Stock held directly by SSH 3, where each share of Series B Common Stock is convertible into one share of Series A Common Stock, and (iii) the Investment Option held by SSH 3 to purchase 15,743,174 shares of Series B Common Stock, where each share of Series B Common Stock is convertible into one share of Series A Common Stock. The aggregate number and percentage of shares of Series A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 2 and are incorporated herein by reference. As of the date hereof, SSH 3 and Shopify Inc. beneficially own 30,994,372 shares of Series A Common Stock, representing approximately beneficial ownership of 25.51% of the outstanding Series A Common Stock, consisting of: (i) 15,251,198 shares of Series B Common Stock held directly by SSH 3 and (ii) the Investment Option held by SSH 3, which is exercisable for an additional 15,743,174 Series B Common Stock. Each share of Series B Common Stock is convertible into one share of Series A Common Stock at any time at the option of the holder thereof. Calculations of the percentage of the shares of Series A Common Stock beneficially owned by the Reporting Persons is based on (i) 90,501,471 shares of Series A Common Stock outstanding as of February 14, 2025, based on information set forth in the Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 19, 2025, (ii) 15,251,198 shares of Series A Common Stock issuable upon the conversion of Series B Common Stock held directly by SSH 3, where each share of Series B Common Stock is convertible into one share of Series A Common Stock, and (iii) the Investment Option held by SSH 3 to purchase 15,743,174 shares of Series B Common Stock, where each share of Series B Common Stock is convertible into one share of Series A Common Stock. Except as set forth in this Schedule 13D, no transaction in Series A Common Stock has been effected by any of the Reporting Persons within the past 60 days. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Common Stock reported herein as beneficially owned by the Reporting Persons. Not applicable. Exhibit 1: Annex A - Executive Officers and Directors of Shopify Inc. Shopify Strategic Holdings 3 LLC /s/ Jason Kilpela Jason Kilpela, Director 02/21/2025 Shopify Inc. /s/ Michael L. Johnson Michael L. Johnson, Secretary 02/21/2025