Sec Form 4 Filing - Calogero Dario @ Kaleyra, Inc. - 2020-04-29

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
Calogero Dario
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
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
C/O KALEYRA, INC., VIA MARCO D?AVIANO, 2, MILANO MI, ITALY
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2020
(Street)
MILAN, L620131
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 454,025 ( 1 ) D
Common Stock 04/29/2020 A 667,643 ( 2 ) A 5,483,581 I By Maya Investments Ltd. ( 3 )
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
Calogero Dario
C/O KALEYRA, INC.
VIA MARCO D?AVIANO, 2, MILANO MI, ITALY
MILAN, L620131
X X CEO & President
Maya Investments Ltd
CORSO DI PORTA NUOVA 16
MILAN, L6
X
Signatures
/s/ Dario Calogero, individually 04/30/2020
Signature of Reporting Person Date
/s/ Dario Calogero, as CEO of Maya Investments Ltd. 04/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously disclosed, consists of 454,025 Restricted Stock Units ("RSUs") which vest as follows: 25% of the RSUs will vest on February 1, 2021, and the remaining 75% vest in twelve quarterly installments thereafter, beginning on May 1, 2021 and ending on February 1, 2024. The Company will withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Calogero.
( 2 )As disclosed in the Company's Current Report on Form 8-K, as filed with the SEC on April 30, 2020 (the "Current Report"), consists of 667,643 shares of Common Stock issued to Maya (as defined below) in connection with the Company meeting the 2019 Earnout Target and the resulting issuance of the 2019 Earnout Shares (as such terms are defined in the Current Report).
( 3 )Maya Investments Ltd. ("Maya") is affiliated with Mr. Calogero and the 2019 Earnout Shares received by Maya are beneficially owned by Mr. Calogero, who is the Chief Executive Officer, President, and Director of the Company.

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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