Form 4: Summit Partners Reports 500K Klaviyo Series A Share Distribution
Rhea-AI Filing Summary
Summit Partners entities reported the disposition of 500,000 shares of Klaviyo, Inc. Series A common stock on 08/21/2025; the sale is reported as a distribution to facilitate bona fide charitable gifts and was effected at a $0 price in the Form 4 filing. Following the reported transaction, the reporting persons show 0 shares beneficially owned. The filing identifies Summit Partners, L.P. as manager of the funds holding the shares and names three investment committee members who may be deemed to have voting and dispositive authority, while disclaiming beneficial ownership except for any pecuniary interest.
Positive
- Transparent disclosure of the 500,000-share disposition and the charitable purpose (J(1) code) provides clarity to investors
- Detailed chain of authority is explained, identifying the manager and investment committee, which improves governance transparency
Negative
- No sale proceeds disclosed (transaction price listed as $0), which limits visibility into any economic impact beyond charitable distribution
- Reporting shows 0 shares owned after the disposition, removing these entities from future direct insider alignment with shareholders in this class
Insights
TL;DR: A material insider disposition of 500,000 Series A shares was reported as a charitable distribution; reporting parties now show no beneficial ownership.
The Form 4 documents a non-derivative disposition of 500,000 Series A shares on 08/21/2025, allocated as 307,809 shares from Fund IX-A and 192,191 shares from Fund IX-B to facilitate charitable gifts. The transaction is categorized with transaction code J(1) indicating a distribution in connection with charitable donations. The filing clarifies the chain of management and potential voting/dispositive authority through Summit Partners entities and three named committee members, while including a customary disclaimer of beneficial ownership except for pecuniary interest. For investors, this is a transparent insider action without explicit sale proceeds or trading for liquidity.
TL;DR: Governance disclosure details control structure and a disclaimer of beneficial ownership; the charitable distribution is properly disclosed.
The filing appropriately discloses the disposition mechanics and the indirect ownership path: Summit Partners, L.P. manages the chain of entities culminating in Fund IX-A and Fund IX-B. The explanation clarifies who may be deemed to have voting and dispositive authority while expressly disclaiming beneficial ownership beyond pecuniary interest. This level of disclosure aligns with Section 16 reporting expectations for related-party or manager-led transactions and provides investors clear attribution of responsibility for the reported securities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series A Common Stock, par value $0.001 per share | 500,000 | $0.00 | -- |
Footnotes (1)
- Represents a distribution of 307,809 shares of Series A common stock, par value $0.001 per share ("Series A Common Stock") held by Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A") and 192,191 shares of Series A Common Stock held by Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"), in each case to facilitate bona fide charitable gifts. Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, LP, which is the general partner of Fund IX-A and Fund IX-B. The investment committee of Summit Partners, L.P., is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Chung, Mr. Collins, and Mr. Rottier disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest therein and the filing of this statement shall not be deemed an admission that any of the foregoing entities or persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this statement.
