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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Kaleyra, Inc. [ KLR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/07/2017 | P | 356,000 | A | $10(1) | 3,212,607(2) | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 01/09/2018 | P | 6,368 | A | $10(1) | 3,218,975 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 08/09/2019 | J(4) | 799,600 | D | (4) | 2,419,375 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 08/09/2019 | J(4) | 607,056 | A | (4) | 607,056 | I | By GigFounders, LLC (see note below)(5) | ||
| Common Stock | 10/11/2019 | J(6) | 91,347 | D | (4) | 2,328,028 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 10/11/2019 | J(6) | 69,352 | A | (4) | 676,408 | I | By GigFounders, LLC (see note below)(5) | ||
| Common Stock | 11/12/2019 | J(7) | 51,750 | D | (4) | 2,276,278 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 11/12/2019 | J(7) | 39,289 | A | (4) | 715,697 | I | By GigFounders, LLC (see note below)(5) | ||
| Common Stock | 11/25/2019 | M | 36,237 | A | (8) | 2,312,515 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 12/01/2020 | J(9) | 1,876,612 | D | $0 | 435,903 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Common Stock | 12/01/2020 | J(10) | 715,697 | D | $0 | 0 | I | By GigFounders, LLC (see note below)(5) | ||
| Common Stock | 03/17/2021 | J(11) | 435,903 | D | $0 | 0 | I | By GigAcquisitions, LLC (see note below)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Private Warrants | $11.5 | 12/07/2017 | P | 267,000 | (12) | (13) | Common Stock | 267,000 | $10(1) | 267,000 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Rights | (14) | 12/07/2017 | P | 356,000 | (15) | (16) | Common Stock | 35,600 | $10(1) | 356,000 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Warrants | $11.5 | 01/09/2018 | P | 4,776 | (12) | (13) | Common Stock | 4,776 | $10(1) | 271,776 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Rights | (8) | 01/09/2018 | P | 6,370 | (15) | (16) | Common Stock | 637 | $10(1) | 362,370 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Rights | (14) | 11/25/2019 | M | 362,370 | (15) | (16) | Common Stock | 36,237 | $10(1) | 0 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Warrants | $11.5 | 02/11/2021 | J(17) | 271,776 | (12) | (13) | Common Stock | 271,776 | $0 | 0 | I | By GigAcquisitions, LLC (see note below)(3) | |||
| Private Warrants | $11.5 | 02/11/2021 | J(17) | 17,666 | (12) | (13) | Common Stock | 17,666 | $0 | 17,666 | D | ||||
| Explanation of Responses: |
| 1. $10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, (ii) 3/4ths of a Private Warrant exercisable at price of $11.50 per whole share of Common Stock, and (iii) one Private Right which entitles the holder to receive 1/10th of one share of Common Stock upon the consummation of the Company's business combination. |
| 2. Includes 2,856,607 founder shares of Common Stock previously reported in the Form 3 filed by the Reporting Persons on December 7, 2017. Includes up to 379,464 shares of Common Stock that were subject to forfeiture. The underwriters exercised the over-allotment option on January 9, 2018. Consequently, no shares were forfeited. |
| 3. The Common Stock, Private Warrants, and Private Rights constituting the Private Units are held directly by GigAcquisitions, LLC (the "Sponsor"). Mr. Miotto is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entities this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor. Subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders, LLC. |
| 4. As reported by GigCapital, Inc. ("GigCapital") in its Current Report on Form 8-K as filed with the SEC on August 12, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the third and fourth extension, and the additional working capital needs of GigCapital, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor. |
| 5. The Common Stock is held directly by GigFounders. The Common Stock held by GigFounders is beneficially owned by Mr. Miotto. Mr. Miotto is a member of GigFounders. |
| 6. As reported by GigCapital in its Current Report on Form 8-K as filed with the SEC on October 15, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the third and fourth extension, and the additional working capital needs of GigCapital, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor. |
| 7. As reported by GigCapital in its Current Report on Form 8-K as filed with the SEC on November 13, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the sixth extension, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor. |
| 8. As previously disclosed, the private rights entitled the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration. |
| 9. Distribution of Common Stock to the Sponsor's members. |
| 10. Distribution of Common Stock to GigFounders' members. |
| 11. Forfeiture of the 2020 Earnout Shares pursuant to Stock Purchase Agreement entered into on February 22, 2019 for no consideration. |
| 12. The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering. |
| 13. The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination. |
| 14. The private rights entitle the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration. |
| 15. Upon the consummation of the Company's initial business combination. |
| 16. If the Company is unable to complete its initial business combination within 18 months from the closing date of the offering the Private Rights will expire worthless. |
| 17. Distribution of Private Warrants to direct and indirect members of the Sponsor. |
| Niel Miotto | 07/02/2021 | |
| ** 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 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. | ||
| 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. | ||