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) 02/09/2022 | ||||||||||||||||||||||||||
| 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 | 02/09/2022 | A | 35,000(1) | A | $0 | 113,923(2)(3) | D | |||
| Common Stock | 93,104 | I | By EFFE PI Societa Semplice(4) | |||||||
| Common Stock | 5,616,336 | I | By Esse Effe S.p.A.(5) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Subject to the Reporting Person's continued service to the Issuer, the Restricted Stock Units ("RSUs") vest in sixteen quarterly installments, beginning on May 1, 2022 and ending on February 1, 2026. |
| 2. Includes additional RSUs subject to vesting pursuant to previously disclosed vesting schedules. |
| 3. All RSUs shall immediately vest in the event of a Change of Control (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer. In addition, to the extent that the Reporting Person has served as a director for at least three years during any period after November 25, 2019, and such Reporting Person either resigns from the Board or chooses not to stand for reelection as a member of the Board and as a result, separates from service with the Issuer, 100% of the then unvested portion of any RSUs held by such Reporting Person will also immediately become fully vested upon the date of such separation from service. |
| 4. EFFE PI Societa Semplice ("EFFE PI") is affiliated with Emilio Hirsch, and Mr. Hirsch is deemed to have acquired a beneficial ownership interest in the reported securities held by EFFE PI. |
| 5. Esse Effe S.p.A. ("Esse Effe") is now affiliated with EFFE PI and Emilio Hirsch, and EFFE PI and Mr. Hirsch are each deemed to have acquired a beneficial ownership interest in the reported securities held by Esse Effe. |
| /s/ Emilio Hirsch, Individually | 02/11/2022 | |
| /s/ Emilio Hirsch, Managing Partner of EFFE PI Societa Semplice | 02/11/2022 | |
| /s/ Emilio Hirsch, Director of Esse Effe S.p.A. | 02/11/2022 | |
| ** 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. | ||