Brent de Jong - Aug 22, 2022 Form 4 Insider Report for Kalera Public Ltd Co (KALRQ)

Role
Director
Signature
/s/ Austin Martin, under Power of Attorney
Stock symbol
KALRQ
Transactions as of
Aug 22, 2022
Transactions value $
$499,200
Form type
4
Date filed
2/7/2023, 08:52 PM
Previous filing
Jul 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KALRQ Common Stock Purchase $499K +3.84M +213.7% $0.13 5.64M Oct 31, 2022 See Footnote F1, F5
holding KALRQ Common Stock (Restricted Stock Units) 51.7K Aug 22, 2022 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KALRQ Class A Warrants Other +7.68M 7.68M Oct 31, 2022 Common Stock 7.68M $0.13 See Footnote F1, F2, F3, F5
transaction KALRQ Convertible Loan Agreement Other +7.69M 7.69M Aug 22, 2022 Common Stock 7.69M $0.13 See Footnote F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held by DJCAAC LLC. Brent de Jong is sole managing member of DJCAAC LLC and has voting and investment discretion with respect to the ordinary shares held of record by DJCAAC LLC. Mr. de Jong disclaims any beneficial ownership of any shares held by DJCAAC LLC, except to the extent of his pecuniary interest therein.
F2 The class A warrants were obtained together with the Common Stock on 10/31/2022, for no additional consideration, as part of units each consisting of one (1) ordinary share of the Company, with an offering price of $0.13 per share, and two (2) class A warrants.
F3 Pursuant to the terms of the class A warrants, Mr de Jong has opted for a 4.99% blocker, pursuant to which he cannot exercise such warrants if that would bring his total beneficial ownership of the Company above 4.99% of the Company's total outstanding shares.
F4 The Reporting Person made a loan of $1,000,000 to the Issuer under a convertible loan agreement, giving the Reporting Person a right to convert such amount to common stock of the Issuer for a strike price of $0.13 per share (as adjusted following the public offering that closed on October 31, 2022). The loan has a current maturity of March 08, 2024.
F5 Share counts and prices included in this Form 4 do not account for the 100-for-1 reverse stock split approved by the shareholders of the Company on December 22, 2022 and effective as of December 23, 2022, because the transactions being reported on this Form 4 preceded the effectiveness of the reverse stock split.