Sec Form 4 Filing - UM Legacy LLC @ Near Intelligence, Inc. - 2023-03-23

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 UM Legacy LLC 2. Issuer Name and Ticker or Trading Symbol Near Intelligence, Inc. [ NIR] 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) 130 WEST UNION STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2023 (Street) PASADENA, CA91103 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 Class A Common Stock 03/23/2023 A 7,120,714 ( 1 ) A 7,120,714 ( 3 ) D Class A Common Stock 03/27/2023 S 145,889 D $ 4.876 ( 4 ) 6,974,825 ( 3 ) D Class A Common Stock 03/27/2023 S 5,708 D $ 6.095 ( 5 ) 6,969,117 ( 3 ) D Class A Common Stock 03/27/2023 S 9,403 D $ 6.563 ( 6 ) 6,959,714 ( 3 ) D Class A Common Stock 03/27/2023 S 7,998 D $ 7.782 ( 7 ) 6,951,716 ( 3 ) D Class A Common Stock 03/27/2023 S 3,936 D $ 8.942 ( 8 ) 6,947,780 ( 3 ) D Class A Common Stock 03/27/2023 S 3,415 D $ 9.687 ( 9 ) 6,944,365 ( 3 ) D Class A Common Stock 03/27/2023 S 779 D $ 10.5 6,943,586 ( 3 ) D Class A Common Stock 03/27/2023 S 172 D $ 12 6,943,414 ( 3 ) D Class A Common Stock 03/28/2023 S 74,750 D $ 3.612 ( 10 ) 6,868,664 ( 3 ) D Class A Common Stock 03/28/2023 S 26,916 D $ 4.454 ( 11 ) 6,841,748 ( 3 ) D Class A Common Stock 03/29/2023 S 255,088 D $ 2.768 ( 12 ) 6,586,660 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other UM Legacy LLC 130 WEST UNION STREET PASADENA, CA91103 X Signatures /s/ Tom McGovern, as Member of the Board of Managers of UM Legacy LLC 03/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time), by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly-owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly-owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near") pursuant to which, as a result of a merger between Near and Merger Sub 1 with Near surviving this first merger, then merging with Merger Sub 2, Near became a direct, wholly-owned subsidiary of KludeIn, which subsequently changed its name to Near Intelligence, Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." ( 2 )Pursuant to the Merger Agreement and in connection with the closing of the Business Combination, (i) each share of Near Holdings capital stock outstanding as of immediately prior to the effective time of the First Merger was converted into a right to receive a number of KludeIn Class A Shares determined on the basis of a conversion ratio of 107.660 and (ii) each membership interest of Merger Sub 2 issued and outstandingimmediately prior to the effective time of the Second Merger remained outstanding as a membership interest of the Merger Sub 2 and all shares of common stock of Near Holdings were no longer outstanding and were automatically cancelled and ceased to exist. ( 3 )The power to vote or dispose of securities issued by the Issuer and held by UM Legacy LLC ("UML") is shared by individual managers of the UML Board of Managers, none of whom has veto power. Under the terms of the Limited Liability Company Agreement of UML, its Board of Managers is comprised of five Managers. As of March 29, 2023, three of the five seats are filled by Tom McGovern, Tige Savage, and John H. Wyant. Of the two remaining seats, Accel X L.P., may appoint a Manager but has not elected to do so while the remaining seat shall be elected by, and may only be removed without cause by, the unanimous affirmative vote or written consent of the other managers then serving on the UML's Board of Managers. Messrs. McGovern, Savage and Wyant disclaim any beneficial ownership of the securities issued by the Issuer. ( 4 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.60 to $5.50, inclusive. The reporting person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (12) to this Form 4. ( 5 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $5.51 to $6.235, inclusive. ( 6 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $6.50 to $7.22, inclusive. ( 7 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $7.50 to $8.37, inclusive. ( 8 )Represents weighted average sale price. These shares were sold in multiple transac tions at prices ranging from $8.51 to $9.42, inclusive. ( 9 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.50 to $10.25, inclusive. ( 10 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $3.22 to $4.20, inclusive. ( 11 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.22 to $4.80, inclusive. ( 12 )Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.50 to $3.35, inclusive.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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