SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
.406 Ventures I GP, LLC

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KALTURA INC [ KLTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/23/2021 C 10,359,967 A (1) 10,359,967 I See footnotes(2)(3)
Common Stock 07/23/2021 C 2,637,679 A (1) 12,997,646 I See footnotes(2)(3)
Common Stock 07/23/2021 C 2,940,583 A (1) 15,938,229 I See footnotes(2)(3)
Common Stock 07/23/2021 C 573,556 A (1) 16,511,785 I See footnotes(2)(3)
Common Stock 07/23/2021 C 50,440 A (1) 50,440 I See footnotes(3)(4)
Common Stock 07/23/2021 C 12,843 A (1) 63,283 I See footnotes(3)(4)
Common Stock 07/23/2021 C 14,386 A (1) 77,669 I See footnotes(3)(4)
Common Stock 07/23/2021 C 2,794 A (1) 80,463 I See footnotes(3)(4)
Common Stock 07/23/2021 C 975,375 A (1) 975,375 I See footnotes(3)(5)
Common Stock 07/23/2021 P 200,000 A $10 200,000 I See footnotes(3)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 07/23/2021 C 2,302,215 (1) (1) Common Stock 10,359,967 $0 0 I See footnotes(2)(3)
Series C Convertible Preferred Stock (1) 07/23/2021 C 586,151 (1) (1) Common Stock 2,637,679 $0 0 I See footnotes(2)(3)
Series D Convertible Preferred Stock (1) 07/23/2021 C 653,463 (1) (1) Common Stock 2,940,583 $0 0 I See footnotes(2)(3)
Series E Convertible Preferred Stock (1) 07/23/2021 C 127,457 (1) (1) Common Stock 573,556 $0 0 I See footnotes(2)(3)
Series B Convertible Preferred Stock (1) 07/23/2021 C 11,209 (1) (1) Common Stock 50,440 $0 0 I See footnotes(3)(4)
Series C Convertible Preferred Stock (1) 07/23/2021 C 2,854 (1) (1) Common Stock 12,843 $0 0 I See footnotes(3)(4)
Series D Convertible Preferred Stock (1) 07/23/2021 C 3,197 (1) (1) Common Stock 14,386 $0 0 I See footnotes(3)(4)
Series E Convertible Preferred Stock (1) 07/23/2021 C 621 (1) (1) Common Stock 2,794 $0 0 I See footnotes(3)(4)
Series E Convertible Preferred Stock (1) 07/23/2021 C 216,750 (1) (1) Common Stock 975,375 $0 0 I See footnotes(3)(5)
1. Name and Address of Reporting Person*
.406 Ventures I GP, LLC

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
.406 Ventures I GP, L.P.

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CIRINO MARIA

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LIAM DONOHUE

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Point 406 Ventures I, L.P.

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Point203X2SPV, LLC

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Point 406 Ventures Opportunities Fund II, L.P.

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Point 406 Ventures I-A, L.P.

(Last) (First) (Middle)
470 ATLANTIC AVENUE
12TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B, Series C, Series D and Series E convertible preferred stock automatically converted into 4.5 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering (subject to the payment of cash in lieu of fractional shares in accordance with the Issuer's certificate of incorporation). No consideration was paid by the Reporting Persons in connection with such conversion. These shares had no expiration date.
2. Represents securities held by Point 406 Ventures I, L.P. ("Ventures I L.P.").
3. .406 Ventures I GP, L.P. ("Ventures GP") is the general partner of each of Ventures I L.P., Ventures I-A L.P. and Opportunities Fund II, L.P., and the manager of SPV LLC. .406 Ventures I GP, LLC is the general partner of Ventures GP. Maria Cirino and Liam Donohue are the managing members of .406 Ventures I GP, LLC and, as a result, may be deemed to share voting and investment power with respect to the shares held by the Point 406 Ventures Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any.
4. Represents securities held by Point 406 Ventures I-A, L.P. ("Ventures I-A L.P.").
5. Represents securities held by Point203X2SPV, LLC ("SPV LLC").
6. Represents securities held by Point 406 Ventures Opportunities Fund II, L.P. ("Opportunities Fund II, L.P." and, together with Ventures I, L.P., Ventures I-A, L.P. and SPV LLC, the "Point 406 Ventures Funds").
Remarks:
Exhibit 24 Power of Attorney.
POINT 406 VENTURES I, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
POINT 406 VENTURES I-A, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
.406 VENTURES I GP, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
MARIA CIRINO By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
LIAM DONOHUE By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
POINT203X2SPV, LLC By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
.406 VENTURES I GP, LLC By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
POINT 406 VENTURES OPPORTUNITIES FUND II, L.P. By: /s/ Byron Kahr, Attorney-in-Fact 07/27/2021
** 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 4 (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.
POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Kaltura, Inc. (the "Company"), the undersigned hereby
constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any
of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

1. execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and Forms 3, 4, and 5 in accordance with
Section 16 of the Exchange Act and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete
and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such schedule or form with the SEC and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section
13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D
and 13G and Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of
July, 2021.

Point 406 Ventures Opportunities Fund II, L.P.

/s/ Liam Donohue
Name: Liam Donohue
Title: Member of the GP LLC

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

Byron Kahr

Yaron Garmazi