Sec Form 4 Filing - Lodrini Matteo @ Kaleyra, Inc. - 2023-02-28

Insider filing report for Changes in Beneficial Ownership
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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
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
Lodrini Matteo
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)
(Last) (First) (Middle)
C/O KALEYRA, INC., 85 BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2023
(Street)
NEW YORK, NY10004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 02/28/2023 S 7,284 D $ 0.8405 ( 2 ) 311,183 ( 1 ) D
Common Stock 03/01/2023 P 14,300 A $ 0.8349 ( 3 ) 325,483 ( 1 ) D
Common Stock 03/02/2023 S 146,411 D $ 0.7653 ( 2 ) 179,072 ( 1 ) D
Common Stock 03/02/2023 P 101,923 ( 5 ) A $ 0.7635 ( 4 ) 280,995 ( 1 ) I By MAGAFE S.R.L
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lodrini Matteo
C/O KALEYRA, INC.
85 BROAD STREET
NEW YORK, NY10004
X
Signatures
/s/Matteo Lodrini 03/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes additional RSUs subject to vesting pursuant to previously disclosed vesting schedules.
( 2 )The price reported for this transaction is an average price. The shares were sold in multiple transactions. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which any lot of shares was sold.
( 3 )The price reported for this transaction is an average price. The shares were purchased in multiple transactions. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which any lot of shares was purchased.
( 4 )The price reported for this transaction is a weighted-average price. The shares were purchased in multiple transactions ranging from $0.74933 to $0.77722, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in any footnotes to this Form 4.
( 5 )The 101,923 shares of the Issuer's common stock purchased on 03/02/2023 and reported herein are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with the reporting person's sale of 7,284 and 94,639 shares of the Issuer's common stock on 02/28/2023 and 03/02/2023, respectively. The reporting person has made arrangements with the Issuer to voluntarily disgorge $724.66 to the Issuer, which represents the full amount of the reporting person's statutory "profit" realized from the matchable transaction as calculated pursuant to Section 16(b).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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