SEC FORM 4

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^*

UM Legacy LLC

(Last)

(First)

(Middle)

130 WEST UNION STREET

(Street)

PASADENA

91103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Near Intelligence, Inc. [ NIR ]

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)
03/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/23/2023		A		7,120,714⁽¹⁾	A	⁽²⁾	7,120,714⁽³⁾	D
Class A Common Stock	03/27/2023		S		145,889	D	$4.876⁽⁴⁾	6,974,825⁽³⁾	D
Class A Common Stock	03/27/2023		S		5,708	D	$6.095⁽⁵⁾	6,969,117⁽³⁾	D
Class A Common Stock	03/27/2023		S		9,403	D	$6.563⁽⁶⁾	6,959,714⁽³⁾	D
Class A Common Stock	03/27/2023		S		7,998	D	$7.782⁽⁷⁾	6,951,716⁽³⁾	D
Class A Common Stock	03/27/2023		S		3,936	D	$8.942⁽⁸⁾	6,947,780⁽³⁾	D
Class A Common Stock	03/27/2023		S		3,415	D	$9.687⁽⁹⁾	6,944,365⁽³⁾	D
Class A Common Stock	03/27/2023		S		779	D	$10.5	6,943,586⁽³⁾	D
Class A Common Stock	03/27/2023		S		172	D	$12	6,943,414⁽³⁾	D
Class A Common Stock	03/28/2023		S		74,750	D	$3.612⁽¹⁰⁾	6,868,664⁽³⁾	D
Class A Common Stock	03/28/2023		S		26,916	D	$4.454⁽¹¹⁾	6,841,748⁽³⁾	D
Class A Common Stock	03/29/2023		S		255,088	D	$2.768⁽¹²⁾	6,586,660⁽³⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Received pursuant to the Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time), by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly-owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly-owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near") pursuant to which, as a result of a merger between Near and Merger Sub 1 with Near surviving this first merger, then merging with Merger Sub 2, Near became a direct, wholly-owned subsidiary of KludeIn, which subsequently changed its name to Near Intelligence, Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."

2. Pursuant to the Merger Agreement and in connection with the closing of the Business Combination, (i) each share of Near Holdings capital stock outstanding as of immediately prior to the effective time of the First Merger was converted into a right to receive a number of KludeIn Class A Shares determined on the basis of a conversion ratio of 107.660 and (ii) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the effective time of the Second Merger remained outstanding as a membership interest of the Merger Sub 2 and all shares of common stock of Near Holdings were no longer outstanding and were automatically cancelled and ceased to exist.

3. The power to vote or dispose of securities issued by the Issuer and held by UM Legacy LLC ("UML") is shared by individual managers of the UML Board of Managers, none of whom has veto power. Under the terms of the Limited Liability Company Agreement of UML, its Board of Managers is comprised of five Managers. As of March 29, 2023, three of the five seats are filled by Tom McGovern, Tige Savage, and John H. Wyant. Of the two remaining seats, Accel X L.P., may appoint a Manager but has not elected to do so while the remaining seat shall be elected by, and may only be removed without cause by, the unanimous affirmative vote or written consent of the other managers then serving on the UML's Board of Managers. Messrs. McGovern, Savage and Wyant disclaim any beneficial ownership of the securities issued by the Issuer.

4. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.60 to $5.50, inclusive. The reporting person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (12) to this Form 4.

5. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $5.51 to $6.235, inclusive.

6. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $6.50 to $7.22, inclusive.

7. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $7.50 to $8.37, inclusive.

8. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $8.51 to $9.42, inclusive.

9. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.50 to $10.25, inclusive.

10. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $3.22 to $4.20, inclusive.

11. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.22 to $4.80, inclusive.

12. Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.50 to $3.35, inclusive.

Remarks:

	/s/ Tom McGovern, as Member of the Board of Managers of UM Legacy LLC	03/29/2023
	** 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.

SEC Form 4 filed by Um Legacy Llc