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* NOMURA GLOBAL FINANCIAL PRODUCTS INC (Last) (First) (Middle) 309 WEST 49TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	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) 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)
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* NOMURA GLOBAL FINANCIAL PRODUCTS INC (Last) (First) (Middle) 309 WEST 49TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NOMURA HOLDINGS INC (Last) (First) (Middle) 9-1 NIHONBASHI 1-CHOME CHUO-KU (Street) TOKYO M0 103-8645 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.
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