Sec Form 13D Filing - ONTARIO TEACHERS PENSION PLAN BOARD filing for KLDiscovery Inc. (KLDI) - 2023-12-22

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934

KLDiscovery Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

498455104

(CUSIP Number)

Jeff Davis Chief Legal & Corporate Affairs Officer Ontario Teachers’ Pension Plan Board 5650 Yonge Street, 3rd Floor Toronto, Ontario M2M 4H5 Canada (416) 228-5900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)   December 19, 2023

(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 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 (“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).

 

 

1	NAME OF REPORTING PERSON
	Ontario Teachers’ Pension Plan Board
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)			☐
	(b)			☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,735,594
		9	SOLE DISPOSITIVE POWER
			8,735,594
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,735,594
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.4% (1)
14	TYPE OF REPORTING PERSON
	OO

(1) Calculated based on (i) 43,086,267 shares of the Common Stock, par value $0.0001 per share, of KLDiscovery Inc. (the “Issuer”), outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of common stock that may be acquired upon the exercise of the Warrants (as defined herein) and (iv) 5,845,440 shares of common stock that may be acquired upon conversion of Debentures (as defined herein).

 

 

1	NAME OF REPORTING PERSON
	1397225 Ontario Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)			☐
	(b)			☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,735,594
		9	SOLE DISPOSITIVE POWER
			8,735,594
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,735,594
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.4% (1)
14	TYPE OF REPORTING PERSON
	CO

(1) Calculated based on (i) 43,086,267 shares of the Common Stock, outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of common stock that may be acquired upon the exercise of the Warrants and (iv) 5,845,440 shares of common stock that may be acquired upon conversion of Debentures.

 

 

Item 1.

Security and Issuer

 

Item 1 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

This Amendment No. 2 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on December 19, 2019, as amended and supplemented by Amendment No. 1 filed on April 7, 2022 (the “Original Schedule 13D”), as it relates to the common stock, par value $0.0001 per share (the “Common Stock”), of KLDiscovery Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at: c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 2.

Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

(c) The name, business address, present principal occupation and citizenship of each director and executive officer of each of OTPP and 1397225 are set forth on Schedule A and Schedule B, respectively.

 

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

 

(a), (b) The following disclosure assumes there are 50,343,482 shares of the Common Stock outstanding, based on (i) 43,086,267 shares of Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of Common Stock that may be acquired upon the exercise of the Warrants, and (iv) 5,845,440 shares of Common Stock that may be acquired upon conversion of Debentures.

 

Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 8,735,594 shares of Common Stock, which constitutes approximately 17.4% of the outstanding shares of Common Stock.

 

(c) On December 19, 2023, 602,707 PIK Interest shares were acquired by the Reporting Persons.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e) Not applicable.

 

 

SIGNATURES

 

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

 

Date: December 22, 2023

 

	ONTARIO TEACHERS’ PENSION PLAN BOARD
	By:	/s/ Jonathan Law
		Jonathan Law Managing Director, Corporate & Investments Compliance

 

	1397225 ONTARIO LIMITED
	By:	/s/ Jonathan Law
		Jonathan Law Managing Director, Corporate & Investments Compliance

 

 

Schedule A

Board of Directors
Name		Business Address		Principal Occupation or Employment		Citizenship
Cathryn Elizabeth Cranston		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Patricia Anne Croft		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Melville George Lewis		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Gene Lewis		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Steven Robert McGirr		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Monika Federau		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Cindy Forbes		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Timothy Hodgson		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Deborah Stein		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Tom Wellner		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian
Martine Irman		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Board Member		Canadian

 

 

Executive Officers
Name		Business Address		Principal Occupation or Employment		Citizenship
Tracy Lee Abel		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Pension Officer		Canadian
Gillian Margaret Boyd Brown		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Senior Managing Director, Capital Markets		Canadian
William Dale Burgess		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Senior Managing Director, Infrastructure & Natural Resources		Canadian
Charley Butler		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Pension Officer		United Kingdom
Sharon Chilcott		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief of Staff		Canadian
Jeffrey Michael Davis		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Legal & Corporate Affairs Officer		Canadian
Tim Deacon		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Financial Officer		Canadian
Kathryn Fric		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Risk Officer		Canadian
Nick Jansa		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Executive Managing Director, EMEA		United Kingdom
Jo Taylor		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		President & CEO		United Kingdom
Beth Tyndall		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief People Officer		Canadian
Stephen Frederick James McLennan		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Senior Managing Director, Total Fund Management		Canadian
Olivia Penelope Steedman		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Executive Managing Director and Global Head of Teachers' Venture Growth		Canadian
Romeo Leemrijse		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Executive Managing Director, Equities		Canadian
Bruce Ross Crane		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Executive Managing Director, Asia-Pacific		American

 

 

Schedule B

Board of Directors
Name		Business Address		Principal Occupation or Employment		Citizenship
Jeffrey Davis		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Legal & Corporate Affairs Officer, Ontario Teachers’ Pension Plan Board		Canadian
Jonathan Hausman		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4 H5		Managing Director and Head of Global Strategic Relationships, Ontario Teachers’ Pension Plan Board		Canadian

 

Executive Officers
Name		Business Address		Principal Occupation or Employment		Citizenship
Jeffrey Davis		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Chief Legal & Corporate Affairs Officer, Ontario Teachers’ Pension Plan Board		Canadian
Jonathan Hausman		5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5		Managing Director and Head of Global Strategic Relationships, Ontario Teachers’ Pension Plan Board		Canadian