SC 13G/A 1 sapphire-kltr123122a1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Kaltura, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

483467106

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  483467106

SCHEDULE 13G/A

Page 2 of 10 Pages

1

NAME OF REPORTING PERSONS

SAPPHIRE VENTURES, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

7,980,295

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

7,980,295

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,980,295

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON

HC

CUSIP No.  483467106

SCHEDULE 13G/A

Page 3 of 10 Pages

1

NAME OF REPORTING PERSONS

SAPPHIRE VENTURES FUND II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7,980,295

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,980,295

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,980,295

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON

PN

CUSIP No.  483467106

SCHEDULE 13G/A

Page 4 of 10 Pages

1

NAME OF REPORTING PERSONS

SAPPHIRE VENTURES (GPE) II, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7,980,295

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,980,295

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,980,295

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON

OO

CUSIP No.  483467106

SCHEDULE 13G/A

Page 5 of 10 Pages

1

NAME OF REPORTING PERSONS

NINO NIKOLA MARAKOVIC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7,980,295

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,980,295

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,980,295

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 483467106

SCHEDULE 13G/A

Page 6 of 10 Pages

Item 1. (a) Name of Issuer

Kaltura, Inc. (the “Issuer”)

Item 1. (b) Address of Issuer’s Principal Executive Offices

860 Broadway, 3rd Floor

New York, New York 10003

Item 2. (a) Names of Person(s) Filing:

This statement is being filed by Sapphire Ventures Fund II, L.P. (“Fund II”); Sapphire Ventures (GPE) II, L.L.C. (“Sapphire GP”), which is the general partner of Fund II; Sapphire Ventures, L.L.C. (“Investment Adviser”), which is the investment adviser for Fund II; and Nino Nikola Marakovic (“Marakovic”), who is a managing member of each of Sapphire GP and Investment Adviser. The persons named in this paragraph are referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

The Managing Members of Sapphire Ventures (GPE) II, L.L.C. are Jayendra Das, David Hartwig, Richard Douglas Higgins, Nino Marakovic, and Andreas Weiskam.

Item 2. (b) Address:

The address of the principal business office of the Reporting Persons is 801 W. 5th St., Ste 100, Austin, TX, 78703.

Item 2. (c) Citizenship:

The Investment Adviser is a limited liability company organized under the laws of the State of Delaware. Fund II is a limited partnership organized under the laws of the State of Delaware. Sapphire GP is a limited liability company organized under the laws of the State of Delaware. Marakovic is an individual who is a citizen of the United States.



Item 2. (d) Title of Class of Securities

Common Stock, $0.0001 par value (the “Shares”)

Item 2. (e) CUSIP No.:

483467106

CUSIP No.  483467106

SCHEDULE 13G/A

Page 7 of 10 Pages

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 483467106

SCHEDULE 13G/A

Page 8 of 10 Pages

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Sapphire Ventures, L.L.C.

(a) Amount beneficially owned: 7,980,295

(b) Percent of class: 6.0%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 7,980,295

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 7,980,295

(iv) Shared power to dispose or to direct the disposition of: 0

Sapphire Ventures Fund II, L.P.

(a) Amount beneficially owned: 7,980,295

(b) Percent of class: 6.0%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 7,980,295

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 7,980,295

Sapphire Ventures (GPE) II, L.L.C.

(a) Amount beneficially owned: 7,980,295

(b) Percent of class: 6.0%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 7,980,295

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 7,980,295

Nino Nikola Marakovic

(a) Amount beneficially owned: 7,980,295

(b) Percent of class: 6.0%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 7,980,295

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 7,980,295

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 483467106

SCHEDULE 13G/A

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2023

Sapphire Ventures, L.L.C.

By: /s/ Robert Severo

Robert Severo, CCO

Sapphire Ventures Fund II, L.P.

By: Sapphire Ventures (GPE) II, L.L.C.

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic, Managing Member

By: /s/ Jayendra Das

Jayendra Das, Managing Member

Sapphire Ventures (GPE) II, L.L.C.

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic, Managing Member

By: /s/ Jayendra Das

Jayendra Das, Managing Member

Nino Nikola Marakovic

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic

CUSIP No. 483467106

SCHEDULE 13G/A

Page 10 of 10 Pages

Exhibit I

JOINT FILING STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 10, 2023

Sapphire Ventures, L.L.C.

By: /s/ Robert Severo

Robert Severo, CCO

Sapphire Ventures Fund II, L.P.

By: Sapphire Ventures (GPE) II, L.L.C.

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic, Managing Member

By: /s/ Jayendra Das

Jayendra Das, Managing Member

Sapphire Ventures (GPE) II, L.L.C.

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic, Managing Member

By: /s/ Jayendra Das

Jayendra Das, Managing Member

Nino Nikola Marakovic

By: /s/ Nino Nikola Marakovic

Nino Nikola Marakovic


1	NAME OF REPORTING PERSONS SAPPHIRE VENTURES, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 7,980,295
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 7,980,295
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,980,295
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12	TYPE OF REPORTING PERSON HC


1	NAME OF REPORTING PERSONS NINO NIKOLA MARAKOVIC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 7,980,295
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 7,980,295
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,980,295
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12	TYPE OF REPORTING PERSON IN

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


	Sapphire Ventures, L.L.C.

	By:	/s/ Robert Severo
		Robert Severo, CCO

	Sapphire Ventures Fund II, L.P. By: Sapphire Ventures (GPE) II, L.L.C.

	By:	/s/ Nino Nikola Marakovic
		Nino Nikola Marakovic, Managing Member
	By:	/s/ Jayendra Das
		Jayendra Das, Managing Member


	Sapphire Ventures (GPE) II, L.L.C.

	By:	/s/ Nino Nikola Marakovic
		Nino Nikola Marakovic, Managing Member
	By:	/s/ Jayendra Das
		Jayendra Das, Managing Member

	Nino Nikola Marakovic

	By:	/s/ Nino Nikola Marakovic
		Nino Nikola Marakovic

SEC Form SC 13G/A filed by Kaltura Inc. (Amendment)