Katz Avi S Form 4 Kaleyra / Avi S Katz 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Katz Avi S

(Last) (First) (Middle)

C/O KALEYRA, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2021

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								1,333,528(1)	D
Common Stock	08/26/2021		S		2,000	D	$11.8034(2)	1,331,528(1)	D
Common Stock	08/27/2021		S		18,000	D	$12.1481(3)	1,313,528(1)	D
Common Stock	08/30/2021		S		9,000	D	$12.3943(4)	1,304,528(1)	D
Common Stock	08/31/2021		S		6,409	D	$12.2619(5)	1,298,119(1)	D
Common Stock	09/01/2021		S		24,591	D	$12.5448(6)	1,273,528(1)	D
Common Stock	09/02/2021		S		25,393	D	$12.4386(7)	1,248,135(1)	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. Includes an aggregate of 414,523 Restricted Stock Units ("RSUs") issued by Kaleyra, Inc. (the "Company"), of which (i) 27,510 of such RSUs vest in four quarterly installments, beginning on February 1, 2021 and subsequently on May 1, 2021, August 1, 2021, and November 1, 2021, (ii) 227,013 of such RSUs vest as follows: 25% of the RSUs will vest on February 1, 2021, and the remaining 75% vest in twelve quarterly installments thereafter, beginning on May 1, 2021 and ending on February 1, 2024, (iii) 60,000 of such RSUs vest in sixteen quarterly installments, beginning on May 1, 2021 and ending on February 1, 2025, and (iv) 100,000 RSUs, such RSU award to vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets.

2. The price reported for this transaction is a weighted-average price. The shares were sold in multiple transactions ranging from $11.75 to $11.865, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 any footnotes to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $11.90 to $12.25, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.30 to $12.45, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.25 to $12.29, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.45 to $12.71, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.3101 to $12.60, inclusive.

	/s/ Avi S. Katz, individually	09/02/2021
	** 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.