Sec Form 4 Filing - Katz Avi S @ Kaleyra, Inc. - 2019-11-25

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
Katz Avi S
2. Issuer Name and Ticker or Trading Symbol
Kaleyra, Inc. [ KLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GIGCAPITAL2, INC., 2479 E. BAYSHORE RD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2019
(Street)
PALO ALTO, CA94303
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 11/25/2019 M 36,237 A 2,312,515 I By GigAcquisitions, LLC (see note below) ( 2 )
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
Private Rights ( 1 ) 11/25/2019 M 362,370 ( 3 ) ( 4 ) Common Stock 36,237 $ 10 ( 5 ) 0 I By GigAcquisitions, LLC (see note below)
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Katz Avi S
C/O GIGCAPITAL2, INC.
2479 E. BAYSHORE RD., SUITE 200
PALO ALTO, CA94303
X X
GigAcquisitions, LLC
C/O GIGCAPITAL2, INC.
2479 E. BAYSHORE RD., SUITE 200
PALO ALTO, CA94303
X
Signatures
/s/ Avi S. Katz, individually 11/27/2019
Signature of Reporting Person Date
Avi S. Katz, as Manager of GigAcquisitions, LLC 11/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously disclosed, the private rights entitled the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration.
( 2 )The Common Stock and Private Rights are held directly by GigAcquisitions, LLC (the "Sponsor"). The Common Stock held by the Sponsor is beneficially owned by Dr. Avi S. Katz, the Chairman of the Board of Directors following the consummation of the business combination. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over all securities held by the Sponsor.
( 3 )As previously disclosed, upon the consummation of the Company's initial business combination.
( 4 )As previously disclosed, if the Company was unable to complete its initial business combination in the allotted time period the Private Rights would have expired worthless.
( 5 )As previously disclosed, $10.00 was the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, (ii) 3/4ths of a Private Warrant exercisable at price of $11.50 per whole share of Common Stock, and (iii) one Private Right which entitled the holder to receive 1/10th of one share of Common Stock upon the consummation of the Company's business combination.

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).
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