Sec Form 4 Filing - Toma Cristian @ Kalera Public Ltd Co - 2022-06-28

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
Toma Cristian
2. Issuer Name and Ticker or Trading Symbol
Kalera Public Ltd Co [ KAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Science Officer
(Last) (First) (Middle)
C/O KALERA PLC, 7455 EMERALD DUNES DR.
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2022
(Street)
ORLANDO, FL32822
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
Common Stock 06/28/2022 A 485,613 A 485,613 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
Contingent Value Rights ( 2 ) 06/28/2022 A 2,682,948 ( 2 ) ( 2 ) Common Stock 2,682,948 $ 0 2,682,948 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Toma Cristian
C/O KALERA PLC
7455 EMERALD DUNES DR.
ORLANDO, FL32822
X Chief Science Officer
Signatures
/s/ Austin Martin, under Power of Attorney 06/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the business combination of Agrico Acquisition Corp., Figgreen Limited and Kalera AS ("Legacy Kalera"), each share of Legacy Kalera held by the reporting person was converted into the right to receive a number shares of the Issuer's Common Stock based on the exchange ratio of 0.181 in accordance with the terms of the business combination agreement.
( 2 )Contractual contingent value rights (each, a "CVR") received pursuant to the terms of the business combination agreement. Each CVR represents a contingent right to receive up to two additional shares of the Issuer, issuable upon the achievement of certain milestones, including: (i) the Issuer shares trading at or over a market price of $12.50; and (ii) the Issuer shares trading at or over a market price of $15.00, in each case, for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices.

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