Kaleyra Form 4 Kaleyra / Matteo Lodrini 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^*

Lodrini Matteo

(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 ]

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)
03/08/2023

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	03/08/2023		P		58,286(3)	A	$0.7213(2)	311,183(1)(4)	I	By MAGAFE S.R.L

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 additional RSUs subject to vesting pursuant to previously disclosed vesting schedules.

2. The price reported for this transaction is an average price. The shares were purchased in multiple transactions. 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 price at which any lot of shares was purchased.

3. The 58,286 shares of the Issuer's common stock purchased on 03/08/2023 and reported on the Issuer's Form 4, filed March 10, 2023, are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with the reporting person's sale of 41,300 and 16,986 shares of the Issuer's common stock on 02/28/2023 and 03/01/2023, respectively. The 5,918 shares of the Issuer's common stock purchased on 03/08/2023 and the 36,035 shares of the Issuer's common stock purchased on 03/02/2023 and reported herein are matchable under Section 16(b), with the reporting person's sale of 41,963 shares of the Issuer's common stock on 03/01/2023. The reporting person has made arrangements with the Issuer to voluntarily disgorge $8,994.02 to the Issuer, which represents the full amount of the reporting person's statutory "profit" realized from the matchable transactions as calculated pursuant to Section 16(b).

4. The Company effected a reverse stock split on March 9, 2023. The number of shares reported herein are prior to giving effect to the reverse stock split.

Remarks:

	/s/ Matteo Lodrini	03/13/2023
	** 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).
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