FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

UM Legacy LLC
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)
(Last)          (First)          (Middle)

130 WEST UNION STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2023
(Street)

PASADENA, CA 91103
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 3/23/2023  A  7120714 (1)A (2)7120714 (3)D  
Class A Common Stock 3/27/2023  S  145889 D$4.876 (4)6974825 (3)D  
Class A Common Stock 3/27/2023  S  5708 D$6.095 (5)6969117 (3)D  
Class A Common Stock 3/27/2023  S  9403 D$6.563 (6)6959714 (3)D  
Class A Common Stock 3/27/2023  S  7998 D$7.782 (7)6951716 (3)D  
Class A Common Stock 3/27/2023  S  3936 D$8.942 (8)6947780 (3)D  
Class A Common Stock 3/27/2023  S  3415 D$9.687 (9)6944365 (3)D  
Class A Common Stock 3/27/2023  S  779 D$10.50 6943586 (3)D  
Class A Common Stock 3/27/2023  S  172 D$12.00 6943414 (3)D  
Class A Common Stock 3/28/2023  S  74750 D$3.612 (10)6868664 (3)D  
Class A Common Stock 3/28/2023  S  26916 D$4.454 (11)6841748 (3)D  
Class A Common Stock 3/29/2023  S  255088 D$2.768 (12)6586660 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
UM Legacy LLC
130 WEST UNION STREET
PASADENA, CA 91103

X


Signatures
/s/ Tom McGovern, as Member of the Board of Managers of UM Legacy LLC3/29/2023
**Signature of Reporting PersonDate


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.
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