Statement of Changes in Beneficial Ownership (4)
January 03 2023 - 4:31PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Tjon Sien Fat Karin - Joyce |
2. Issuer Name and Ticker or Trading Symbol
Kaleyra, Inc.
[
KLR.BC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KALEYRA, INC., 85 BROAD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2023 |
(Street)
NEW YORK, NY 10004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/1/2023 | | A | | 110000 (1) | A | $0.00 | 110000 (2) | D | |
Common Stock | 1/1/2023 | | A | | 71440 (3) | A | $0.00 | 181440 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Subject to the Reporting Person's continued service to the Issuer, 25% of the Restricted Stock Units ("RSUs") vest on February 20, 2024, and the remaining RSUs vest in twelve quarterly installments, beginning on May 20, 2024 and ending on February 20, 2027. |
(2) | All RSUs shall immediately vest (i) in the event of a Change of Control (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer, (ii) the Reporting Person is not re-nominated to serve on the Issuer's Board of Directors (except in connection with the Reporting Person choosing not to stand for reelection as a member of the Board or resigning from the Board) and as a result separates from service with the Issuer, (iii) to the extent the Reporting Person has served as a director of the Issuer for at least three years, and such Reporting Person chooses not to stand for reelection as a member of the Board or resigns from the Board and as a result separates from service with the Issuer, and (iv) in the event of the death or Disability (as defined in the Issuer's 2019 Equity Incentive Plan) of the Reporting Person. |
(3) | Subject to the Reporting Person's continued service to the Issuer, the RSUs shall vest quarterly on each of February 20, May 20, August 20 and November 20, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tjon Sien Fat Karin - Joyce C/O KALEYRA, INC. 85 BROAD STREET NEW YORK, NY 10004 | X |
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Signatures
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/s/ Karin-Joyce Tjon Sien Fat | | 1/1/2023 |
**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). |
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 control number. |
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