Sec Form 4 Filing - Katz Avi S @ Kaleyra, Inc. - 2020-12-01

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
X __ Officer (give title below) _____ Other (specify below)
Exec Chairman
(Last) (First) (Middle)
C/O KALEYRA, INC., 1731 EMBARCADERO ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2020
(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 12/01/2020 J( 1 ) 749,877 A $ 0 1,029,400 ( 2 ) D
Common Stock 12/01/2020 J( 3 ) 644,128 A $ 0 1,673,528 ( 2 ) D
Common Stock 12/01/2020 J( 4 ) 1,876,612 D $ 0 435,903 I By GigAcquisitions, LLC (see note below) ( 5 )
Common Stock 12/01/2020 J( 6 ) 715,697 D $ 0 0 I By GigFounders, LLC (see note below) ( 7 )
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
Katz Avi S
C/O KALEYRA, INC.
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
X X Exec Chairman
GigAcquisitions, LLC
C/O KALEYRA, INC.
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
X
Signatures
/s/ Avi S. Katz, individually 12/02/2020
Signature of Reporting Person Date
/s/ Avi S. Katz, as Manager of GigAcquisitions, LLC 12/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Distribution of Common Stock held directly by GigAcquisitions, LLC (the "Sponsor").
( 2 )Includes an aggregate of 254,523 Restricted Stock Units ("RSUs"), of which (i) 27,510 of such RSUs vest in four quarterly installments, beginning on February 1, 2021 and subsequently on May 1, 2021, August 1, 2021, and November 1, 2021, and (ii) 227,013 of such RSUs 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.
( 3 )Distribution of Common Stock held directly by GigFounders, LLC ("GigFounders").
( 4 )Distribution of Common Stock to the Sponsor's members.
( 5 )The Common Stock is held directly by the Sponsor. The Common Stock held by the Sponsor is beneficially owned by Dr. Avi S. Katz, the Executive Chairman of the Board of Directors of the issuer. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over all securities held by the Sponsor.
( 6 )Distribution of Common Stock to GigFounders' members.
( 7 )The Common Stock previously held by GigFounders, which was beneficially owned by Dr. Avi S. Katz. Dr. Katz is the Managing Member of GigFounders, and has sole voting and dispositive power over all securities held by GigFounders.

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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