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PVT.U Pivotal Acquisition Corp

10.48
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Name Symbol Market Type
Pivotal Acquisition Corp NYSE:PVT.U NYSE Trust
  Price Change % Change Price High Price Low Price Open Price Traded Last Trade
  0.00 0.00% 10.48 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

23/12/2019 3:46pm

Edgar (US Regulatory)


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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

Griffin Kevin
2. Issuer Name and Ticker or Trading Symbol

Pivotal Acquisition Corp [ KLDI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KLDISCOVERY INC., 8201 GREENSBORO DR., SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2019
(Street)

MCLEAN, VA 22102
(City)        (State)        (Zip)
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

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
Common Stock 12/19/2019  C  5070608 A (1)5070608 I By Pivotal Acquisition Holdings LLC (7)
Common Stock 12/19/2019  A  250000 A (3)250000 I By MGG Investment Group LP (8)

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
Class B common stock  (1)12/19/2019  D     479392   (1) (1)Common Stock 479392  (2)5320608 I By Pivotal Acquisition Holdings LLC (7)
Class B common stock  (1)12/19/2019  C     5070608   (1) (1)Common Stock 5070608  (1)0 I By Pivotal Acquisition Holdings LLC (7)
Warrants $11.50 12/19/2019  D     1764719   (4) (5)Common Stock 1764719  (2)4585281 I By Pivotal Acquisition Holdings LLC (7)
8.00% Convertible Debenture Due December 19, 2024 $18.00 12/19/2019  A   $100000000.00    12/19/2019 (6)12/19/2024 Common Stock (6)5555556 $100000000.00 $100000000.00 (6)I By MGG Investment Group LP (8)

Explanation of Responses:
(1) Pivotal Acquisition Corp.'s Class B common stock was convertible on a one-for-one basis into common equity of the surviving entity upon consummation of the Issuer's initial business combination and had no expiration date. In connection with the Issuer's business combination, such shares of Class B common stock of Pivotal Acquisition Corp. automatically converted into shares of common stock of KLDiscovery Inc.
(2) The reporting person forfeited these securities to the Issuer for no consideration.
(3) The shares of Common Stock were issued pursuant to a debenture committment entered into between an affiliate of the holder and the Issuer.
(4) The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
(5) The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.
(6) The holder of the debentures may, at its option, require the Issuer to convert all (and not less than all) of the then-outstanding principal amount (including any interest paid in kind) of the debentures (and any or all accrued and unpaid interest thereon and all other amounts owing to the holder under the debentures, subject to certain exceptions). Accordingly, the princinpal amount of debentures owned by the holder and the number of shares of common stock issuable upon conversion of the debentures may increase from time to time.
(7) These shares are owned directly by Pivotal Acquisition Holdings LLC, a ten percent owner of the issuer, and indirectly by its managing members, Jonathan Ledecky (a director of the Issuer) and Pivotal Spac Funding LLC. Pivotal Spac Funding LLC is an affiliate of MGG Investment Group LP, whose Chief Executive Officer is Kevin Griffin, a director of the Issuer. Each of Mr. Ledecky, Pivotal Spac Funding LLC, MGG Investment Group LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Acquisition Holdings LLC, except to the extent of his or its pecuniary interest therein.
(8) MGG Investment Group LP is the investment advisor to certain investment funds and/or accounts ("MGG Funds") that hold the debentures reported herein. Kevin Griffin is the Chief Executive Officer of MGG Investment Group LP. Mr. Griffin disclaims beneficial ownership of the securities held by the MGG Funds, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Griffin Kevin
C/O KLDISCOVERY INC.
8201 GREENSBORO DR., SUITE 300
MCLEAN, VA 22102
XX


Signatures
/s/ Kevin Griffin12/20/2019
**Signature of Reporting PersonDate

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