Kathleen Miller Form 4 Kaleyra / Kathleen Miller ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Kathleen

(Last) (First) (Middle)

C/O KALEYRA, INC.

85 BROAD STREET

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kaleyra, Inc. [ KLR.BC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/01/2023		A		110,000(1)	A	$0.00	110,000(2)	D
Common Stock	01/01/2023		A		71,440(3)	A	$0.00	181,440(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Subject to the Reporting Person's continued service to the Issuer, 25% of the Restricted Stock Units ("RSUs") vest on February 20, 2024, and the remaining RSUs vest in twelve quarterly installments, beginning on May 20, 2024 and ending on February 20, 2027.

2. All RSUs shall immediately vest (i) in the event of a Change of Control (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer, (ii) the Reporting Person is not re-nominated to serve on the Issuer's Board of Directors (except in connection with the Reporting Person choosing not to stand for reelection as a member of the Board or resigning from the Board) and as a result separates from service with the Issuer, (iii) to the extent the Reporting Person has served as a director of the Issuer for at least three years, and such Reporting Person chooses not to stand for reelection as a member of the Board or resigns from the Board and as a result separates from service with the Issuer, and (iv) in the event of the death or Disability (as defined in the Issuer's 2019 Equity Incentive Plan) of the Reporting Person.

3. Subject to the Reporting Person's continued service to the Issuer, the RSUs shall vest quarterly on each of February 20, May 20, August 20 and November 20, 2023.

Remarks:

	/s/ Kathleen Miller	01/01/2023
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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