SCHEDULE 13D/A: Shopify Amends Klaviyo Stake Disclosure, Reflecting Warrant Vesting and Exercise
Beneficial Ownership Update
Shopify Strategic Holdings 3 LLC and Shopify Inc. filed an Amendment No. 2 to their Schedule 13D, updating their beneficial ownership in Klaviyo, Inc. to 25.51% following warrant vesting and exercise.
Summary
- Shopify Strategic Holdings 3 LLC (SSH 3) and Shopify Inc. have filed Amendment No. 2 to their Schedule 13D regarding their beneficial ownership in Klaviyo, Inc.'s Series A Common Stock.
- The amendment reports an updated beneficial ownership of 30,994,372 shares of Series A Common Stock, representing approximately 25.51% of the outstanding class.
- This update is primarily due to the vesting and subsequent exercise of warrants held by SSH 3.
- Specifically, 344,381 warrants vested on October 28, 2024, and 344,382 warrants vested on January 28, 2025, becoming exercisable for an equal number of Series B Common Stock.
- SSH 3 exercised these warrants on October 28, 2024, and February 21, 2025, respectively.
- The beneficial ownership consists of 15,251,198 shares of Series B Common Stock held directly by SSH 3 and an Investment Option 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.
- The percentage calculation is based on 90,501,471 shares of Klaviyo's Series A Common Stock outstanding as of February 14, 2025, as reported in Klaviyo's Form 10-K filed on February 19, 2025.
Sentiment
Score: 5
Explanation: The document is a factual compliance filing updating beneficial ownership, with no inherent positive or negative news or strategic shifts indicated beyond the routine exercise of warrants.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding future performance or strategic direction.
Industry Context
This filing is a routine compliance update regarding a significant strategic investment by Shopify in Klaviyo, reflecting an ongoing relationship between a major e-commerce platform and a marketing automation provider. It does not provide broader industry trends or competitive analysis.
Related Party Transactions
- Shopify Strategic Holdings 3 LLC and Shopify Inc. beneficially own 25.51% of Klaviyo, Inc.'s Series A Common Stock, reflecting a significant strategic investment and ongoing related party relationship.
Stakeholder Impact
- Shareholders of Klaviyo, Inc. will see an updated beneficial ownership percentage for Shopify, which could reinforce perceptions of strategic alignment and long-term investment by a key partner.
Key Dates
| Date | Description |
|---|---|
| 2023-12-11 | Original Schedule 13D filed. |
| 2024-07-30 | Amendment No. 1 to Schedule 13D filed. |
| 2024-10-28 | 344,381 Warrants vested and were exercised by Shopify Strategic Holdings 3 LLC. |
| 2025-01-28 | 344,382 Warrants vested and became exercisable for Series B Common Stock. |
| 2025-02-14 | Date as of which 90,501,471 shares of Klaviyo's Series A Common Stock were outstanding, used for beneficial ownership calculation. |
| 2025-02-19 | Klaviyo, Inc. filed its Form 10-K with the SEC. |
| 2025-02-21 | 344,382 Warrants were exercised by Shopify Strategic Holdings 3 LLC. Date of filing of this Amendment No. 2. |
Keywords
Shopify, Klaviyo, Schedule 13D/A, Beneficial Ownership, Warrants, Series A Common Stock, Series B Common Stock, SEC Filing, Investment
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