Statement of Changes in Beneficial Ownership (4)
February 26 2021 - 06:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * MIKULSKY JOHN J |
2. Issuer Name and Ticker or Trading
Symbol Kaleyra, Inc. [ KLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
C/O KALEYRA, INC., 1731 EMBARCADERO ROAD, SUITE
200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/25/2021
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(Street)
PALO ALTO, CA 94303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
2/25/2021 |
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S |
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40000 |
D |
$17.62 (1) |
176016 (2) |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $17.41 to $17.85, inclusive.
The reporting person undertakes to provide to Issuer, any security
holder of Issuer, or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares sold at each separate price within the ranges set forth in
footnote (1) to this Form 4. |
(2) |
Includes an aggregate of
171,016 Restricted Stock Units ("RSUs"), of which (i) 27,510 of
such RSUs vest in four quarterly installments, beginning on
February 1, 2021 and subsequently on May 1, 2021, August 1, 2021,
and November 1, 2021, (ii) 113,506 of such RSUs vest as follows:
25% of the RSUs will vest on February 1, 2021, and the remaining
75% vest in twelve quarterly installments thereafter, beginning on
May 1, 2021 and ending on February 1, 2024, and (iii) 30,000 of
such RSUs vest in sixteen quarterly installments, beginning on May
1, 2021 and ending on February 1, 2025. |
Reporting
Owners
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Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
MIKULSKY JOHN J
C/O KALEYRA, INC.
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA 94303 |
X |
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Signatures
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/s/ John J. Mikulsky |
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2/26/2021 |
**Signature of Reporting
Person |
Date |