Sec Form 3 Filing - .406 Ventures I GP, LLC @ 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
.406 Ventures I GP, LLC
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)
470 ATLANTIC AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2021
(Street)
BOSTON, MA02110
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 B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 10,359,967 I See footnotes ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 50,440 I See footnotes ( 3 ) ( 4 )
Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,637,679 I See footnotes ( 2 ) ( 3 )
Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 12,843 I See footnotes ( 3 ) ( 4 )
Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,940,583 I See footnotes ( 2 ) ( 3 )
Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 14,386 I See footnotes ( 3 ) ( 4 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 573,556 I See footnotes ( 2 ) ( 3 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,794 I See footnotes ( 3 ) ( 4 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 975,375 I See footnotes ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
.406 Ventures I GP, LLC
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
Point 406 Ventures I, L.P.
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
Point 406 Ventures I-A, L.P.
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
Point203X2SPV, LLC
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
.406 Ventures I GP, L.P.
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
CIRINO MARIA
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
LIAM DONOHUE
470 ATLANTIC AVENUE
12TH FLOOR
BOSTON, MA02110
X
Signatures
POINT 406 VENTURES I, L.P.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
POINT 406 VENTURES I-A, L.P.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
POINT203X2SPV, LLCBy: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Repo rting Person Date
.406 VENTURES I GP, L.P.By: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
.406 VENTURES I GP, LLCBy: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
MARIA CIRINOBy: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
LIAM DONOHUEBy: /s/ Byron Kahr, Attorney-in-Fact 07/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Series B, 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 Point 406 Ventures I, L.P. ("Ventures I L.P.").
( 3 ).406 Ventures I GP, L.P. ("Ventures GP") is the general partner of each of Ventures I L.P. and Ventures I-A L.P. and the manager of SPV LLC. .406 Ventures I GP, LLC is the general partner of Ventures GP. Maria Cirino and Liam Donohue are the managing members of .406 Ventures I GP, LLC and, as a result, may be deemed to share voting and investment power with respect to the shares held by the Point 406 Ventures Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 4 )Represents securities held by Point 406 Ventures I-A, L.P. ("Ventures I-A L.P.").
( 5 )Represents securities held by Point203X2SPV, LLC ("SPV LLC" and, together with Ventures I L.P. and Ventures I-A L.P., the "Point 406 Ventures Funds").

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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