Esse Effe S.p.A. Form 4 Kaleyra / Effe S.p.A. Esse 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^*

Hirsch Emilio

(Last)

(First)

(Middle)

C/O KALEYRA, INC.

85 BROAD STREET

(Street)

NEW YORK

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Hirsch Emilio

(Last)

(First)

(Middle)

C/O KALEYRA, INC.

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EFFE PI Societa Semplice

(Last)

(First)

(Middle)

C/O KALEYRA, INC.

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

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

10004

(City)

(State)

(Zip)

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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Esse Effe S.p.A. Form 4Kaleyra / Effe S.p.A. Esse ownership change