.406 Ventures I GP Form 3 KALTURA / DONOHUE LIAM ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

.406 Ventures I GP, LLC

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,359,967	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	50,440	⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,637,679	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,843	⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,940,583	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,386	⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	573,556	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,794	⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	975,375	⁽¹⁾	I	See footnotes⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

.406 Ventures I GP, LLC

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Point 406 Ventures I, L.P.

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Point 406 Ventures I-A, L.P.

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Point203X2SPV, LLC

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

.406 Ventures I GP, L.P.

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CIRINO MARIA

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LIAM DONOHUE

(Last)

(First)

(Middle)

470 ATLANTIC AVENUE

12TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Series B, Series C, Series D and Series E convertible preferred stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration. Immediately prior to the closing of the Issuer's initial public offering, each share of Convertible Preferred Stock will automatically convert into 4.5 shares of the Issuer's common stock.

2. Represents securities held by Point 406 Ventures I, L.P. ("Ventures I L.P.").

3. .406 Ventures I GP, L.P. ("Ventures GP") is the general partner of each of Ventures I L.P. and Ventures I-A L.P. and the manager of SPV LLC. .406 Ventures I GP, LLC is the general partner of Ventures GP. Maria Cirino and Liam Donohue are the managing members of .406 Ventures I GP, LLC and, as a result, may be deemed to share voting and investment power with respect to the shares held by the Point 406 Ventures Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. Represents securities held by Point 406 Ventures I-A, L.P. ("Ventures I-A L.P.").

5. Represents securities held by Point203X2SPV, LLC ("SPV LLC" and, together with Ventures I L.P. and Ventures I-A L.P., the "Point 406 Ventures Funds").

Remarks:

Exhibit 24 Power of Attorney

	POINT 406 VENTURES I, L.P. By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	POINT 406 VENTURES I-A, L.P. By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	POINT203X2SPV, LLC By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	.406 VENTURES I GP, L.P. By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	.406 VENTURES I GP, LLC By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	MARIA CIRINO By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	LIAM DONOHUE By: /s/ Byron Kahr, Attorney-in-Fact	07/21/2021
	** 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 5 (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.
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.406 Ventures I GP Form 3KALTURA / DONOHUE LIAM ownership change