Sec Form 4 Filing - Griffin Kevin @ Pivotal Acquisition Corp - 2019-12-19

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 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 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/YY) 12/19/2019 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

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 12/19/2019 C 5,070,608 A 5,070,608 I By Pivotal Acquisition Holdings LLC ( 7 ) Common Stock 12/19/2019 A 250,000 A 250,000 I By MGG Investment Group LP ( 8 )

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 Class B common stock ( 1 ) 12/19/2019 D 479,392 ( 1 ) ( 1 ) Common Stock 479,392 ( 2 ) 5,320,608 I By Pivotal Acquisition Holdings LLC ( 7 ) Class B common stock ( 1 ) 12/19/2019 C 5,070,608 ( 1 ) ( 1 ) Common Stock 5,070,608 ( 1 ) 0 I By Pivotal Acquisition Holdings LLC ( 7 ) Warrants $ 11.5 12/19/2019 D 1,764,719 ( 4 ) ( 5 ) Common Stock 1,764,719 ( 2 ) 4,585,281 I By Pivotal Acquisition Holdings LLC ( 7 ) 8.00% Convertible Debenture Due December 19, 2024 $ 18 12/19/2019 A 12/19/2019( 6 ) 12/19/2024 Common Stock ( 6 ) 5,555,556 $ 100,000,000 $ 100,000,000 ( 6 ) I By MGG Investment Group LP ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Griffin Kevin C/O KLDISCOVERY INC. 8201 GREENSBORO DR., SUITE 300 MCLEAN, VA22102 X X Signatures /s/ Kevin Griffin 12/20/2019 Signature of Reporting Person Date

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.

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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