CORRESP 1 filename1.htm

September 18, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:			Austin Pattan
			Jeff Kauten
			Joseph Cascarano
			Robert Littlepage

Re:			Klaviyo, Inc.
			Registration Statement on Form S-1
			File No. 333-274211
			Acceleration Request
			Requested Date: September 19, 2023
			Requested Time: 4:00 p.m., Eastern Time

Dear Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Series A common stock, as many copies of the preliminary prospectus of Klaviyo, Inc. (the “Registrant”) as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned Representatives, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on September 19, 2023, or such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.

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Very truly yours,
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
CITIGROUP GLOBAL MARKETS INC.
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement

GOLDMAN SACHS & CO. LLC
By:			/s/ Will Connolly
Name:			Will Connolly
Title:			Partner

MORGAN STANLEY & CO. LLC
By:			/s/ Rizvan Dhalla
Name:			Rizvan Dhalla
Title:			Managing Director

CITIGROUP GLOBAL MARKETS INC.
By:			/s/ Brian Truesdale
Name:			Brian Truesdale
Title:			Managing Director, Chairman of Global Technology Investment Banking

cc:			Andrew Bialecki, Klaviyo, Inc.
			Amanda Whalen, Klaviyo, Inc.
			Landon R. Edmond, Klaviyo, Inc.
			Cameron S. Vermette, Klaviyo, Inc.
			Craig M. Schmitz, Goodwin Procter LLP
			Kim S. de Glossop, Goodwin Procter LLP
			Kristin A. Gerber, Goodwin Procter LLP
			Frank F. Rahmani, Sidley Austin LLP
			Samir A. Gandhi, Sidley Austin LLP
			Helen Theung, Sidley Austin LLP