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September 7, 2023
Andrew Bialecki
Chief Executive Officer
Klaviyo, Inc.
125 Summer Street
6th Floor
Boston, MA 02110
Re:Klaviyo, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 7, 2023
CIK No. 0001835830
Dear Andrew Bialecki:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 25, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 76
1.We note as of June 30, 2023 there is approximately $451.9 million of unrecognized stock-
based compensation related to unvested restricted stock units subject to both a service-
based vesting condition and a performance-based vesting condition.  Please discuss, in
quantified detail, the charge that will be incurred upon consummation of the offering.
Also, please disclose the charge on page 104 and consider addressing this issue in your
Risk Factor disclosures.

 FirstName LastNameAndrew Bialecki
 Comapany NameKlaviyo, Inc.
 September 7, 2023 Page 2
 FirstName LastName
Andrew Bialecki
Klaviyo, Inc.
September 7, 2023
Page 2
Comparison of the Six Months Ended June 30, 2023 and 2022
Revenue, page 85
2.Please clarify the disclosure by briefly explaining why the dollar-based net retention rate,
or NRR, is useful in understanding the usage growth of your services for all periods
presented.
Unaudited Quarterly Results of Operations, page 90
3.Please revise the presentation of your financial statements and other data presented in
tabular form so that it reads consistently from left to right in the same chronological order
throughout the filing.  In this regard, the presentation of your June 30, 2023 interim
balance sheet alongside the December 31, 2021 year-end balance sheet should be
addressed.  We refer you to SAB Topic 11:E.
Note 11. Stock-Based Compensation
Restricted Stock Units, page F-32
4.We note that you determined the weighted-average grant date fair value of the awards for
the year ended December 31, 2023 to be $35.29 per RSU. We also note that RSUs granted
during the quarter ended June 30, 2023 decreased to a weighted average grant date fair
value of $23.45 per RSU. Please tell us and describe the factors that contributed to the
differences in grant date fair values for these awards, including any intervening events
within the company or changes in your valuation assumptions or methodology.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology