Statement of Changes in Beneficial Ownership (4)
March 19 2021 - 5:28PM
Edgar (US Regulatory)
FORM 4
[X]
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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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
*
Katz Avi S |
2. Issuer Name and Ticker or Trading Symbol
Kaleyra, Inc.
[
KLR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec Chairman |
(Last)
(First)
(Middle)
C/O KALEYRA, INC., 1731 EMBARCADERO ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2021 |
(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)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 1233528 (1) | D | |
Common Stock | 3/17/2021 | | J(2) | | 435903 | D | $0.00 | 0 | I | By GigAcquisitions, LLC |
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) | Includes an aggregate of 314,523 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) 227,013 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) 60,000 of such RSUs vest in sixteen quarterly installments, beginning on May 1, 2021 and ending on February 1, 2025. |
(2) | Forfeiture of the 2020 Earnout Shares pursuant to Stock Purchase Agreement entered into on February 22, 2019 for no consideration. |
Remarks: GigAcquisitions, LLC is no longer subject to Section 16. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Katz Avi S C/O KALEYRA, INC. 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA 94303 | X |
| Exec Chairman |
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GigAcquisitions, LLC C/O KALEYRA, INC. 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA 94303 |
| X |
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Signatures
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/s/ Avi S. Katz, individually | | 3/18/2021 |
**Signature of Reporting Person | Date |
/s/ Avi S. Katz, as Manager of GigAcquisitions, LLC | | 3/18/2021 |
**Signature of Reporting Person | Date |
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