GigAcquisitions 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

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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^*

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020

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

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

	Form filed by One Reporting Person
X	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	12/01/2020		J(1)		749,877	A	$0.00	1,029,400(2)	D
Common Stock	12/01/2020		J(3)		644,128	A	$0	1,673,528(2)	D
Common Stock	12/01/2020		J(4)		1,876,612	D	$0	435,903	I	By GigAcquisitions, LLC (see note below)(5)
Common Stock	12/01/2020		J(6)		715,697	D	$0	0	I	By GigFounders, LLC (see note below)(7)

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

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)

1. Name and Address of Reporting Person^*

GigAcquisitions, LLC

(Last) (First) (Middle)

C/O KALEYRA, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Explanation of Responses:

1. Distribution of Common Stock held directly by GigAcquisitions, LLC (the "Sponsor").

2. Includes an aggregate of 254,523 Restricted Stock Units ("RSUs"), 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, and (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.

3. Distribution of Common Stock held directly by GigFounders, LLC ("GigFounders").

4. Distribution of Common Stock to the Sponsor's members.

5. The Common Stock is held directly by the Sponsor. The Common Stock held by the Sponsor is beneficially owned by Dr. Avi S. Katz, the Executive Chairman of the Board of Directors of the issuer. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over all securities held by the Sponsor.

6. Distribution of Common Stock to GigFounders' members.

7. The Common Stock previously held by GigFounders, which was beneficially owned by Dr. Avi S. Katz. Dr. Katz is the Managing Member of GigFounders, and has sole voting and dispositive power over all securities held by GigFounders.

	/s/ Avi S. Katz, individually	12/02/2020
	/s/ Avi S. Katz, as Manager of GigAcquisitions, LLC	12/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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