SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2021 | 3. Issuer Name and Ticker or Trading Symbol KALTURA INC [ KLTR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 10,359,967 | (1) | I | See footnotes(2)(3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 50,440 | (1) | I | See footnotes(3)(4) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 2,637,679 | (1) | I | See footnotes(2)(3) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 12,843 | (1) | I | See footnotes(3)(4) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 2,940,583 | (1) | I | See footnotes(2)(3) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 14,386 | (1) | I | See footnotes(3)(4) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 573,556 | (1) | I | See footnotes(2)(3) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 2,794 | (1) | I | See footnotes(3)(4) |
Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 975,375 | (1) | I | See footnotes(3)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares of Series B, Series C, Series D and Series E convertible preferred stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration. Immediately prior to the closing of the Issuer's initial public offering, each share of Convertible Preferred Stock will automatically convert into 4.5 shares of the Issuer's common stock. |
2. Represents securities held by Point 406 Ventures I, L.P. ("Ventures I L.P."). |
3. .406 Ventures I GP, L.P. ("Ventures GP") is the general partner of each of Ventures I L.P. and Ventures I-A L.P. and the manager of SPV LLC. .406 Ventures I GP, LLC is the general partner of Ventures GP. Maria Cirino and Liam Donohue are the managing members of .406 Ventures I GP, LLC and, as a result, may be deemed to share voting and investment power with respect to the shares held by the Point 406 Ventures Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any. |
4. Represents securities held by Point 406 Ventures I-A, L.P. ("Ventures I-A L.P."). |
5. Represents securities held by Point203X2SPV, LLC ("SPV LLC" and, together with Ventures I L.P. and Ventures I-A L.P., the "Point 406 Ventures Funds"). |
Remarks: |
Exhibit 24 Power of Attorney |
POINT 406 VENTURES I, L.P. By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
POINT 406 VENTURES I-A, L.P. By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
POINT203X2SPV, LLC By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
.406 VENTURES I GP, L.P. By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
.406 VENTURES I GP, LLC By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
MARIA CIRINO By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
LIAM DONOHUE By: /s/ Byron Kahr, Attorney-in-Fact | 07/21/2021 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |