KVYO Form 4: 990K Shares Moved to Trust and LLC on 09/11/2025
Rhea-AI Filing Summary
Ed Hallen, a director and reported 10% owner of Klaviyo, Inc. (KVYO), reported transfers on 09/11/2025. The filing shows a total of 990,000 shares of the issuer's common stock moved the same day: 200,000 shares of Series A Common Stock were transferred to Hodgkins Trust and 790,000 shares to Hodgkins LLC, both described as for estate planning purposes and for no consideration. The report also shows the Reporting Person held 990,000 shares of Series B Common Stock (convertible into Series A) and discloses the conversion feature. The Form 4 was signed by an attorney-in-fact on 09/12/2025.
Positive
- None.
Negative
- None.
Insights
TL;DR: Director transferred 990,000 shares on 09/11/2025 for estate planning; no cash consideration was paid.
The transaction is a non-sale transfer of 990,000 shares executed the same day and reported on Form 4. Such transfers to a trust and an LLC are described as estate planning moves rather than open-market sales, so they do not directly change public float from a sale perspective. The filing explicitly states the transfers were for no consideration and discloses Series B conversion rights into Series A, which clarifies the share class mechanics.
TL;DR: Insider restructured holdings into trust and manager-controlled LLC; disclosures and disclaimers accompany the transfers.
The reporting person disclaimed beneficial ownership of shares held by Hodgkins Trust and Hodgkins LLC except to the extent of any pecuniary interest, and the report notes an independent trustee for the trust. These are standard governance disclosures for estate planning and manager-entity arrangements. The Form 4 includes required explanatory notes and an attorney-in-fact signature, indicating proper procedural filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 990,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 990,000 | $0.00 | -- |
| Gift | Series A Common Stock | 990,000 | $0.00 | -- |
| Gift | Series A Common Stock | 200,000 | $0.00 | -- |
| Gift | Series A Common Stock | 790,000 | $0.00 | -- |
Footnotes (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. On September 11, 2025, the Reporting Person transferred 200,000 shares of Series A Common Stock to Hodgkins Trust and 790,000 shares of Series A Common Stock to Hodgkins LLC for estate planning purposes, in each case for no consideration. Shares are owned directly by Hodgkins Trust for the benefit of the Reporting Person and the Reporting Person's family, and of which the trustee is an independent institution. 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. Shares held by Hodgkins LLC, of which the Reporting Person serves as manager. 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.
