|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Calogero Dario C/O KALEYRA, INC. VIA MARCO D?AVIANO, 2, MILANO MI, ITALY MILAN, L6 20131 |
X | X | CEO & President | |
Maya Investments Ltd CORSO DI PORTA NUOVA 16 MILAN, L6 |
X |
/s/ Dario Calogero, individually | 04/30/2020 | |
**Signature of Reporting Person | Date | |
/s/ Dario Calogero, as CEO of Maya Investments Ltd. | 04/30/2020 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As previously disclosed, consists of 454,025 Restricted Stock Units ("RSUs") which 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. The Company will withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Calogero. |
(2) | As disclosed in the Company's Current Report on Form 8-K, as filed with the SEC on April 30, 2020 (the "Current Report"), consists of 667,643 shares of Common Stock issued to Maya (as defined below) in connection with the Company meeting the 2019 Earnout Target and the resulting issuance of the 2019 Earnout Shares (as such terms are defined in the Current Report). |
(3) | Maya Investments Ltd. ("Maya") is affiliated with Mr. Calogero and the 2019 Earnout Shares received by Maya are beneficially owned by Mr. Calogero, who is the Chief Executive Officer, President, and Director of the Company. |