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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hirsch Emilio

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2023
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 10/05/2023 D(1) 62,961(2) D (3)(4) 0 D
Common Stock 10/05/2023 D(1) 26,602 D (3) 0 I By EFFE PI Societa Semplice
Common Stock 10/05/2023 D(1) 1,633,039 D (3) 0 I By Esse Effe S.p.A.
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*
Hirsch Emilio

(Last) (First) (Middle)
C/O KALEYRA, INC.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EFFE PI Societa Semplice

(Last) (First) (Middle)
C/O KALEYRA, INC.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Esse Effe S.p.A.

(Last) (First) (Middle)
C/O KALEYRA, INC.
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Disposition pursuant to the merger (the "Merger") of TC Delaware Technologies Inc. with and into Kaleyra, Inc. (the "Company"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 28, 2023, by and among Tata Communications Limited and the Company.
2. Includes the number of shares of the Company's common stock underlying the Reporting Person's Restricted Stock Units ("RSUs").
3. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock was converted into the right to receive $7.25 in cash, without interest (the "Merger Consideration").
4. In connection with the consummation of the Merger, each outstanding RSU that was held by a non-employee director of the Company was vested prior to the Effective Time and as of the Effective Time was canceled and converted solely into the right to receive the Merger Consideration, less applicable withholding taxes.
Remarks:
/s/ Emilio Hirsch, individually 10/10/2023
/s/ Emilio Hirsch, Managing Partner of EFFE PI Societa Semplice 10/10/2023
/s/ Emilio Hirsch, Director of Esse Effe S.p.A 10/10/2023
** 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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