Geoffrey Grauer - Oct 5, 2023 Form 4 Insider Report for Kaleyra, Inc. (KLR)

Role: Executive Vice President
Signature: /s/ Geoffrey Grauer
Stock symbol: KLR
Transactions as of: Oct 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/10/2023, 06:15 AM
Previous filing: Aug 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KLR	Common Stock	Disposed to Issuer		-44.9K	-100%		0	Oct 5, 2023	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geoffrey Grauer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	Includes the number of shares of the Company's common stock underlying the Reporting Person's Restricted Stock Units ("RSUs").
F3	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").
F4	At the Effective Time, each outstanding RSU held by Mr. Grauer was canceled and converted solely into the contingent right to receive an aggregate amount in cash (without interest) ("a converted cash award") equal to (1) the total number of shares of Company common stock subject to such RSU as of immediately prior to the Effective Time, multiplied by (2) the Merger Consideration, less applicable withholding taxes. Further information regarding the converted cash awards is set forth in the Company's definitive proxy statement filed with the SEC on August 17, 2023.