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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2019 | 3. Issuer Name and Ticker or Trading Symbol Kaleyra, Inc. [ GIG ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) |
Common Stock, par value $0.0001 per share(1) | 1,623,000 | D |
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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Prepaid Forward Transaction(1)(2) | (2) | (2) | Common Stock | 1,623,000 | (2) | D |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. These securities are owned by Nomura Global Financial Products Inc. ("NGFP"), a wholly-owned subsidiary of Nomura Holdings, Inc., which accordingly may also be deemed to beneficially own the securities owned by NGFP. |
2. On October 31, 2019, NGFP entered into a prepaid forward transaction (the "Transaction") with GigCapital, Inc. (the "Issuer"). Pursuant to the Transaction, Nomura sold a maximum of 2,000,000 shares of common stock of the Issuer to the Issuer at a price equal to the "Redemption Price" specified in Section 9.2 of the Amended and Restated Certificate of Incorporation of the Issuer, dated as of December 7, 2017. The Transaction provides for settlement following the first anniversary of the closing of the business combination transaction between the Issuer and Kaleyra S.p.A. pursuant to the Stock Purchase Agreement dated as of February 22, 2019, as reported on the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 26, 2019. |
/s/ Jonathan Raiff, Senior Managing Director, Nomura Global Financial Products Inc | 11/25/2019 | |
/s/ Tsutomu Takemura, Senior Managing Director, Nomura Holdings Inc | 11/25/2019 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |