Sec Form 3 Filing - MGG Investment Group LP @ KLDiscovery Inc. - 2019-12-19

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MGG Investment Group LP 2. Issuer Name and Ticker or Trading Symbol KLDiscovery Inc. [ KLDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks (Last) (First) (Middle) ONE PENN PLAZA, 53RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2019 (Street) NEW YORK, NY10119 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 250,000 I See Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 8.00% Convertible Debenture Due December 19, 2024 ( 2 ) $ 18 12/19/2019( 2 ) 12/19/2024 Common Stock ( 2 ) 5,555,556 ( 2 ) I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MGG Investment Group LP ONE PENN PLAZA, 53RD FLOOR NEW YORK, NY10119 X X See remarks Racz Greg ONE PENN PLAZA, 53RD FLOOR NEW YORK, NY10119 X X See remarks Signatures /s/ MGG Investment Group LP, by Gregory Racz, President & Chief Legal Officer 12/27/2019 Signature of Reporting Person Date /s/ Gregory Racz 12/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MGG Investment Group LP ("MGG") is the investment advisor to certain investment funds and/or accounts ("MGG Funds") that hold the debentures reported herein. Gregory Racz ("Mr. Racz", and together with MGG, the "Reporting Persons") is the President and Chief Legal Officer of MGG. Kevin Griffin ("Mr. Griffin") is the Chief Executive Officer of MGG. The Reporting Persons and Mr. Griffin each disclaim beneficial ownership of the securities held by the MGG Funds, except to the extent of its or his pecuniary interest therein. ( 2 )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 principal amount of debentures owned by the holders and the number of shares of common stock issuable upon conversion of the debentures may increase from time to time.

Remarks: MGG may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Griffin currently serves on the board of directors of the Issuer.

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).

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