Sec Form 3 Filing - NOMURA GLOBAL FINANCIAL PRODUCTS INC @ Kaleyra, Inc. - 2019-11-13

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 NOMURA GLOBAL FINANCIAL PRODUCTS INC 2. Issuer Name and Ticker or Trading Symbol Kaleyra, Inc. [ GIG] 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) 309 WEST 49TH STREET, 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2019 (Street) NEW YORK, NY10019 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 Common Stock, par value $0.0001 per share ( 1 ) 1,623,000 D

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 Prepaid Forward Transaction ( 1 ) ( 2 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 1,623,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOMURA GLOBAL FINANCIAL PRODUCTS INC 309 WEST 49TH STREET NEW YORK, NY10019 X NOMURA HOLDINGS INC 9-1 NIHONBASHI 1-CHOME CHUO-KU TOKYO, M0103-8645 X Signatures /s/ Jonathan Raiff, Senior Managing Director, Nomura Global Financial Products Inc 11/25/2019 Signature of Reporting Person Date /s/ Tsutomu Takemura, Senior Managing Director, Nomura Holdings Inc 11/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Nomura Global Financial Products Inc. ("NGFP"), a wholly-owned subsidiary of Nomura Holdings, Inc., which accordingly may also be deemed to beneficially own the securities owned by NGFP. ( 2 )On October 31, 2019, NGFP entered into a prepaid forward transaction (the "Transaction") with GigCapital, Inc. (the "Issuer"). Pursuant to the Transaction, Nomura sold a maximum of 2,000,000 shares of common stock of the Issuer to the Issuer at a price equal to the "Redemption Price" specified in Section 9.2 of the Amended and Restated Certificate of Incorporation of the Issuer, dated as of December 7, 2017. The Transaction provides for settlement following the first anniversary of the closing of the business combination transaction between the Issuer and Kaleyra S.p.A. pursuant to the Stock Purchase Agreement dated as of February 22, 2019, as reported on the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 26, 2019.

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