Narendra Gupta Form 4 KALTURA / NARENDRA GUPTA 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^*

GUPTA NARENDRA

(Last) (First) (Middle)

C/O KALTURA, INC.

250 PARK AVENUE SOUTH, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KALTURA INC [ KLTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021

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	07/23/2021		C		8,835,079	A	$0(1)	8,835,079	I	See footnote(2)
Common Stock	07/23/2021		C		6,332,080	A	$0(1)	15,167,159	I	See footnote(2)
Common Stock	07/23/2021		C		886,698	A	$0(1)	16,053,857	I	See footnote(2)

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
Series C Convertible Preferred Stock	(1)	07/23/2021		C			1,963,351	(1)	(1)	Common Stock	8,835,079	$0	0	I	See footnote(2)
Series D Convertible Preferred Stock	(1)	07/23/2021		C			1,407,129	(1)	(1)	Common Stock	6,332,080	$0	0	I	See footnote(2)
Series E Convertible Preferred Stock	(1)	07/23/2021		C			197,044	(1)	(1)	Common Stock	886,698	$0	0	I	See footnote(2)

Explanation of Responses:

1. Each share of Series C, Series D and Series E convertible preferred stock automatically converted into 4.5 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering (subject to the payment of cash in lieu of fractional shares in accordance with the Issuer's certificate of incorporation). No consideration was paid in connection with such conversion. These shares had no expiration date.

2. Represents securities held by Nexus India Capital II, L.P. ("Nexus Capital"). Nexus India Management II, L.P. ("Nexus Management") is the general partner of Nexus Capital. The general partner of Nexus Management is Nexus India Master Management I, Ltd. ("Nexus Master"). The Reporting Person holds sole voting and investment power in Nexus Master and, as a result, may be deemed to hold sole voting and investment power over the shares held by Nexus Capital. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

Remarks:

	By: /s/ Byron Kahr, Attorney-in-Fact	07/27/2021
	** 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).
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