Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
KLDiscovery Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
498455 104
(CUSIP Number)
Jonathan J. Ledecky
Kevin Griffin
c/o Pivotal Acquisition Holdings LLC
c/o Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 22, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 that would alter disclosures provided in a prior cover page. |
The information required on 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 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. 498455 104 | SCHEDULE 13D | Page 2 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIF ICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pivotal Acquisition Holdings LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 shares | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 3 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jonathan Ledecky | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
4,614,697 shares | ||
| 8 | SHARED VOTING POWER
0 shares | |||
| 9 | SOLE DISPOSITIVE POWER
4,614,697 shares | |||
| 10 | SHARED DISPOSITIVE POWER
0 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,614,697 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 4 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kevin Griffin | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
11,684,647 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
11,684,647 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,684,647 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 5 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pivotal Spac Funding LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
|
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
5,041,192 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
5,041,192 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,041,192 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 6 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGG Investment Group LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
6,621,716 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
6,621,716 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,621,716 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 7 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gregory Racz | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
6,621,716 shares | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
6,621,716 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,621,716 shares | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 8 of 11 Pages |
This Amendment No. 1 (the “Amendment”) amends and supplements the statement on Schedule 13D (“Schedule 13D”) filed on December 30, 2019 by Pivotal Acquisition Holdings LLC (“Holdings”), Pivotal Spac Funding LLC (“Spac Funding”), MGG Investment Group LP (“MGG”), Jonathan Ledecky (“Ledecky”), Kevin Griffin (“Griffin”) and Gregory Racz (“Racz”) with respect to ownership of common stock, par value $0.0001 per share (the “Common Stock”), of KLDiscovery Inc. (formerly Pivotal Acquisition Corp.) (the “Issuer”), a Delaware corporation. Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
The percentage of beneficial ownership reflected in this Schedule 13D is based upon 42,684,549 shares of Common Stock outstanding as of November 12, 2021.
Item 2. Identity and Background.
The third paragraph of Item 2 is deleted in its entirety and replaced with the following text:
Ledecky served as the Chairman and Chief Executive Officer of the Issuer from its inception in 2018 until December 19, 2019 and served as a Director of the Issuer from such date until June 2021. Ledecky has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 is deleted in its entirety and replaced with the following text:
In August 2018, in connection with the Issuer’s formation, Holdings was issued an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer at a price of approximately $0.004 per share for an aggregate purchase price of $25,000. Holdings used its working capital for this purchase. Holdings subsequently transferred an aggregate of 200,000 shares of Class B Common Stock to the Issuer’s officers and directors in December 2018 for the same price per share paid by Holdings. Holdings agreed to forfeit up to 750,000 shares of Class B Common Stock pro rata to the extent to which the underwriters’ over-allotment option in the Issuer’s Initial Public Offering (“IPO”) was not exercised in full. However, the underwriters in the IPO exercised the over-allotment option in full and as a result, no shares of Class B Common Stock were forfeited by Holdings at such time.
The shares of Class B Common Stock were by their terms automatically convertible into shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Issuer upon consummation by the Issuer of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).
Simultaneously with the consummation of the IPO, Holdings purchased 6,350,000 warrants, each exercisable to purchase one share of Class A Common Stock, via a private placement.
On May 20, 2019, the Issuer entered into an Agreement and Plan of Reorganization, as amended (the “Merger Agreement”), with Pivotal Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Issuer, LD Topco, Inc., a Delaware corporation, and, solely in its capacity as representative of the stockholders of the Company, Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership. In connection the Merger Agreement, the Issuer agreed to seek stockholder approval to amend its capitalization such that it would have 200,000,000 authorized shares of Common Stock as a single class of stock and the Class A Common Stock and Class B Common Stock would automatically convert into the Common Stock on closing of the Business Combination contemplated by the Merger Agreement.
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 9 of 11 Pages |
On December 16, 2019 the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) pursuant to which certain investors, including MGG, agreed, subject to the consummation of the Business Combination contemplated by the Merger Agreement, to purchase from the Issuer 8% convertible debentures due 2024 (the “Debentures”). The Debentures are, at the option of the holder, convertible into Common Stock of the Issuer, or, at the election of the Issuer, redeemable or repayable, in the aggregate principal amount of $200 million. The Debentures were issued on December 19, 2019 to “accredited investors” pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). MGG purchased $100 million of Debentures and received 250,000 shares of Common Stock in connection with its purchase of the Debentures. MGG used its working capital for this purchase.
On December 19, 2019, the Issuer consummated the Business Combination contemplated by the Merger Agreement. In connection with the consummation of the Business Combination, all shares of Class A Common Stock and Class B Common Stock were converted on a one-for-one basis into shares of Common Stock of the Issuer. In connection with the transactions, immediately prior to the closing of the Business Combination, Holdings forfeited an aggregate of 479,392 shares of Class B Common Stock and 1,764,719 warrants it held for no consideration.
On June 17, 2020, each of Ledecky and Griffin were awarded 21,739 restricted stock units for their service as directors of the Issuer. The restricted stock units vested in full on June 14, 2021.
On June 15, 2021, Griffin was awarded 22,581 restricted stock units for his service as a director of the Issuer. The restricted stock units vest the day immediately prior to the date of the Issuer's next annual meeting of stockholders occurring after the date of grant, subject to Griffin’s continued service through such vesting date, and is subject to acceleration upon certain events. The restricted stock units will be settled in shares of the Issuer's Common Stock upon vesting.
On December 22, 2021, Holdings distributed all the shares and warrants of the Issuer it held to Ledecky and Spac Funding in a pro rata distribution of its holdings. As a result, Holdings no longer holds any securities of the Issuer.
Item 4. Purpose of Transaction.
Item 4 is deleted in its entirety and replaced with the following text:
The acquisitions reported on this Schedule 13D were made for investment purposes and in furtherance of the Business Combination. Spac Funding, MGG, Ledecky, Griffin and Racz may acquire or dispose of additional securities of the Issuer from time to time.
SPAC Funding holds 2,645,584 warrants and Ledecky holds 1,939,697 warrants, each warrant entitling the holder to purchase one share of Common Stock, which became exercisable on January 18, 2020. MGG holds the Debentures issued by the Issuer which, when converted, will allow MGG to acquire 6,371,716 shares of Common Stock of the Issuer (not including additional shares of Common Stock that may be issued upon conversion of accrued interest that is payable in kind). The Debentures are convertible at the option of the holder at any time at a price of $18 per share. Except as described herein, none of Holdings, Spac Funding, MGG, Ledecky, Griffin or Racz has any other agreements to acquire Common Stock at this time.
Griffin is a Director of the Issuer. As a director, he is involved in making material business decisions regarding the Issuer’s policies and practices and may be involved in the consideration of various proposals considered by the Issuer’s Board of Directors.
Except as discussed above, none of Holdings, Spac Funding, MGG, Ledecky, Griffin or Racz has any plans or proposals to acquire or dispose of securities of the Issuer, effect an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries, cause a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, cause any material change in the present capitalization or dividend policy of the Issuer, cause a change in the present board of directors or management of the Issuer, cause any other material change in the Issuer’s business or corporate structure, cause any changes in the Issuer’s charter or bylaws or other actions that may impede the acquisition of control of the Issuer by any person, cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, cause a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or take any other action similar to any of those enumerated above.
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 10 of 11 Pages |
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced with the following text:
Spac Funding is the beneficial owner of 5,041,192 shares of Common Stock, or approximately 11.1% of the Issuer’s outstanding Common Stock, including 2,645,584 shares of Common Stock issuable upon exercise of warrants held by Spac Funding. SPA Funding has shared voting and dispositive power over the shares it holds.
Ledecky is the beneficial owner of 4,614,697 shares of Common Stock, or approximately 10.3% of the Issuer’s outstanding Common Stock, including 1,939,697 shares of Common Stock issuable upon exercise of warrants held by Ledecky. Ledecky has sole voting and dispositive power over the shares it holds.
MGG is the beneficial owner of 6,621,716 shares of Common Stock, or approximately 15.5% of the Issuer’s outstanding Common Stock, including 6,371,716 shares of Common Stock of the Issuer issuable upon conversion of the Debentures (not including additional shares of Common Stock that may be issued upon conversion of accrued interest that is payable in kind on the Debentures). Griffin and Racz are controlling persons of MGG, and as such, may be deemed to have shared voting and dispositive power over the shares MGG holds.
Griffin is the beneficial owner of 11,684,647 shares of Common Stock, or approximately 27.4% of the Issuer’s outstanding Common Stock, representing shares of Common Stock held by Spac Funding and MGG. Griffin is a controlling person of Spac Funding, a managing member of Holdings, and the Chief Executive Officer and Chief Investment Officer of MGG. Accordingly, he may be deemed to have shared voting and dispositive power over the shares of Common Stock beneficially held by Holdings and MGG.
Racz is the beneficial owner of 6,621,716 shares of Common Stock, or approximately 15.5% of the Issuer’s outstanding Common Stock, including 6,371,716 shares of Common Stock of the Issuer issuable upon conversion of the Debentures (not including additional shares of Common Stock that may be issued upon conversion of accrued interest that is payable in kind on the Debentures). Racz is a controlling person of MGG. Accordingly, he may be deemed to have shared voting and dispositive power over the shares held by MGG.
In the last 60 days, none of Holdings, Spac Funding, MGG Ledecky, Griffin or Racz has effected any transactions of the Issuer’s Common Stock, except as described in Item 3 of this Schedule 13D which information is incorporated herein by reference.
| CUSIP No. 498455 104 | SCHEDULE 13D | Page 11 of 11 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 14, 2022
| PIVOTAL ACQUISITION HOLDINGS LLC | |||
| By: | PIVOTAL SPAC FUNDING LLC | ||
| By: |
/s/ Kevin Griffin | ||
| Kevin Griffin | |||
| Managing Member | |||
| IRONBOUND PARTNERS FUND LLC | |||
| By: |
/s/ Jonathan J. Ledecky | ||
| Jonathan J. Ledecky | |||
| Chairman | |||
| MGG INVESTMENT GROUP LP | |||
| By: |
/s/ Kevin Griffin | ||
| Kevin Griffin | |||
| Chief Executive Officer | |||
| By: |
/s/ Gregory Racz | ||
| Gregory Racz | |||
| President & Chief Legal Officer | |||
| PIVOTAL SPAC FUNDING LLC | |||
| By: |
/s/ Kevin Griffin | ||
| Kevin Griffin | |||
| Member | |||
| /s/ Jonathan J. Ledecky | |
| Jonathan J. Ledecky | |
| /s/ Kevin Griffin | |
| Kevin Griffin | |
| /s/ Gregory Racz | |
| Gregory Racz |