Sec Form 3 Filing - NEXUS INDIA CAPITAL II LP @ KALTURA INC - 2021-07-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NEXUS INDIA CAPITAL II LP
2. Issuer Name and Ticker or Trading Symbol
KALTURA INC [ KLTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG 1, #260
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 8,835,079 I See footnote ( 2 )
Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 6,332,080 I See footnote ( 2 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 886,698 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEXUS INDIA CAPITAL II LP
3000 SAND HILL ROAD, BLDG 1, #260
MENLO PARK, CA94025
X
Nexus India Management II, L.P.
3000 SAND HILL ROAD, BLDG 1, #260
MENLO PARK, CA94025
X
Nexus India Master Management I, Ltd
3000 SAND HILL ROAD, BLDG 1, #260
MENLO PARK, CA94025
X
Signatures
Nexus India Capital II, L.P.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
Nexus India Management II, L.P.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
Nexus India Master Management I, Ltd.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Series C, Series D and Series E convertible preferred stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration. Immediately prior to the closing of the Issuer's initial public offering, each share of Convertible Preferred Stock will automatically convert into 4.5 shares of the Issuer's common stock.
( 2 )Represents securities held by Nexus India Capital II, L.P. ("Nexus Capital"). Nexus India Management II, L.P. ("Nexus Management") is the general partner of Nexus Capital. The general partner of Nexus Management is Nexus India Master Management I, Ltd. ("Nexus Master"). Narendra K. Gupta, a member of the Issuer's board of directors, holds sole voting and investment power in Nexus Master and, as a result, may be deemed to hold sole voting and investment power over the shares held by Nexus Capital.

Remarks:
Exhibit 24 Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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