Neil Miotto - Dec 7, 2017 Form 4 Insider Report for Kaleyra, Inc. (KLR)

Signature
Niel Miotto
Stock symbol
KLR
Transactions as of
Dec 7, 2017
Transactions value $
$13,588,840
Form type
4
Date filed
7/2/2021, 09:54 PM
Next filing
Aug 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KLR Common Stock Purchase $3.56M +356K +12.46% $10.00 3.21M Dec 7, 2017 By GigAcquisitions, LLC (see note below) F1, F2, F3
transaction KLR Common Stock Purchase $63.7K +6.37K +0.2% $10.00 3.22M Jan 9, 2018 By GigAcquisitions, LLC (see note below) F1, F3
transaction KLR Common Stock Other -800K -24.84% 2.42M Aug 9, 2019 By GigAcquisitions, LLC (see note below) F3, F4
transaction KLR Common Stock Other +607K 607K Aug 9, 2019 By GigFounders, LLC (see note below) F4, F5
transaction KLR Common Stock Other -91.3K -3.78% 2.33M Oct 11, 2019 By GigAcquisitions, LLC (see note below) F3, F4, F6
transaction KLR Common Stock Other +69.4K +11.42% 676K Oct 11, 2019 By GigFounders, LLC (see note below) F4, F5, F6
transaction KLR Common Stock Other -51.8K -2.22% 2.28M Nov 12, 2019 By GigAcquisitions, LLC (see note below) F3, F4, F7
transaction KLR Common Stock Other +39.3K +5.81% 716K Nov 12, 2019 By GigFounders, LLC (see note below) F4, F5, F7
transaction KLR Common Stock Options Exercise +36.2K +1.59% 2.31M Nov 25, 2019 By GigAcquisitions, LLC (see note below) F3, F8
transaction KLR Common Stock Other $0 -1.88M -81.15% $0.00 436K Dec 1, 2020 By GigAcquisitions, LLC (see note below) F3, F9
transaction KLR Common Stock Other $0 -716K -100% $0.00* 0 Dec 1, 2020 By GigFounders, LLC (see note below) F5, F10
transaction KLR Common Stock Other $0 -436K -100% $0.00* 0 Mar 17, 2021 By GigAcquisitions, LLC (see note below) F3, F11

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 KLR Private Warrants Purchase $2.67M +267K $10.00 267K Dec 7, 2017 Common Stock 267K $11.50 By GigAcquisitions, LLC (see note below) F1, F3, F12, F13
transaction KLR Private Rights Purchase $3.56M +356K $10.00 356K Dec 7, 2017 Common Stock 35.6K By GigAcquisitions, LLC (see note below) F1, F3, F14, F15, F16
transaction KLR Private Warrants Purchase $47.8K +4.78K +1.79% $10.00 272K Jan 9, 2018 Common Stock 4.78K $11.50 By GigAcquisitions, LLC (see note below) F1, F3, F12, F13
transaction KLR Private Rights Purchase $63.7K +6.37K +1.79% $10.00 362K Jan 9, 2018 Common Stock 637 By GigAcquisitions, LLC (see note below) F1, F3, F8, F15, F16
transaction KLR Private Rights Options Exercise $3.62M +362K $10.00 0 Nov 25, 2019 Common Stock 36.2K By GigAcquisitions, LLC (see note below) F1, F3, F14, F15, F16
transaction KLR Private Warrants Other $0 -272K -100% $0.00* 0 Feb 11, 2021 Common Stock 272K $11.50 By GigAcquisitions, LLC (see note below) F3, F12, F13, F17
transaction KLR Private Warrants Other $0 +17.7K $0.00 17.7K Feb 11, 2021 Common Stock 17.7K $11.50 Direct F12, F13, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 $10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, (ii) 3/4ths of a Private Warrant exercisable at price of $11.50 per whole share of Common Stock, and (iii) one Private Right which entitles the holder to receive 1/10th of one share of Common Stock upon the consummation of the Company's business combination.
F2 Includes 2,856,607 founder shares of Common Stock previously reported in the Form 3 filed by the Reporting Persons on December 7, 2017. Includes up to 379,464 shares of Common Stock that were subject to forfeiture. The underwriters exercised the over-allotment option on January 9, 2018. Consequently, no shares were forfeited.
F3 The Common Stock, Private Warrants, and Private Rights constituting the Private Units are held directly by GigAcquisitions, LLC (the "Sponsor"). Mr. Miotto is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entities this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor. Subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders, LLC.
F4 As reported by GigCapital, Inc. ("GigCapital") in its Current Report on Form 8-K as filed with the SEC on August 12, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the third and fourth extension, and the additional working capital needs of GigCapital, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor.
F5 The Common Stock is held directly by GigFounders. The Common Stock held by GigFounders is beneficially owned by Mr. Miotto. Mr. Miotto is a member of GigFounders.
F6 As reported by GigCapital in its Current Report on Form 8-K as filed with the SEC on October 15, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the third and fourth extension, and the additional working capital needs of GigCapital, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor.
F7 As reported by GigCapital in its Current Report on Form 8-K as filed with the SEC on November 13, 2019, in connection with the assumption of the obligation to fund additional extension note payments for the sixth extension, a portion of the Common Shares held by the Sponsor were transferred to the three other Founders (as defined in such Form 8-K), GigFounders, and certain other members of the Sponsor.
F8 As previously disclosed, the private rights entitled the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration.
F9 Distribution of Common Stock to the Sponsor's members.
F10 Distribution of Common Stock to GigFounders' members.
F11 Forfeiture of the 2020 Earnout Shares pursuant to Stock Purchase Agreement entered into on February 22, 2019 for no consideration.
F12 The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering.
F13 The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination.
F14 The private rights entitle the holder to receive 1/10th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration.
F15 Upon the consummation of the Company's initial business combination.
F16 If the Company is unable to complete its initial business combination within 18 months from the closing date of the offering the Private Rights will expire worthless.
F17 Distribution of Private Warrants to direct and indirect members of the Sponsor.