Sec Form 3 Filing - ONTARIO TEACHERS PENSION PLAN BOARD @ 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 ONTARIO TEACHERS PENSION PLAN BOARD 2. Issuer Name and Ticker or Trading Symbol KLDiscovery Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5650 YONGE STREET, NORTH YORK 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2019 (Street) TORONTO, A6M2M 4H5 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, $0.001 par value 1,478,379 I See footnote ( 1 ) ( 2 ) ( 3 )

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 8.0% Convertible Debentures due 2024 ( 6 ) ( 4 ) ( 4 ) Common Stock ( 5 ) I See Footnote ( 1 ) ( 2 ) ( 3 ) Warrants ( 7 ) ( 7 ) ( 7 ) Common Stock ( 7 ) I See Footnote ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONTARIO TEACHERS PENSION PLAN BOARD 5650 YONGE STREET NORTH YORK TORONTO, A6M2M 4H5 X 1397225 Ontario Ltd 5650 YONGE STREET TORONTO, A6M2M 4H5 X Signatures /s/ Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board (8) 12/30/2019 Signature of Reporting Person Date /s/ Jeffrey Michael Davis, Secretary, on behalf of 1397225 Ontario Limited (8) 12/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons"). ( 2 )The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein. ( 3 )The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers. ( 4 )The 8.0% Convertible Debentures due 2024 (the "Debentures") are convertible at the option of the holder from December 19, 2019 until December 19, 2024. KLD Discovery Inc. (the "Issuer") has the right to prepay the Debentures, without penalty, at any time. In the event the Issuer elects to prepay the Debentures, the holders will have a right to purchase Common Stock, $0.001 par value (the "Common Stock") of the Issuer in an amount equal to the principal amount of the Debentures held by that holder that were prepaid divided by 18, at a price of $18 per share, subject to adjustment. ( 5 )The Reporting Persons beneficially own Debentures with a principal amount of $80,000,000, which are currently convertible into 4,525,925 shares of Common Stock. The Debentures will pay interest at a rate of 8.00%, paid 4.00% in cash and 4.00% in-kind (the "PIK Interest"). Additionally, the Issuer will pay an in-kind additional payment (the "Additional Payment") of 3% of the principal amount of the Debentures annually (or upon a conversion or prepayment of the Debentures, with the amount of the Additional Payment made at the time of a prepayment based on the amount of the prepayment). Payments of the PIK Interest and the Additional Payment will increase the principal amount of the Debentures beneficially owned by the Reporting Persons and, as a result, the number of shares of Common Stock into which Debentures beneficially owned by the Reporting Persons can be converted. ( 6 )The Debentures are convertible into shares of Common Stock at the option of the holder at any time at a conversion price of $18.00, subject to adjustment. ( 7 )The warrants are exercisable at the option of the holder from January 16, 2020 until December 19, 2024, with an exercise price of $11.50 per share, subject to adjustment. The warrants are currently exercisable for 1,411,775 shares of Common Stock. The Issuer has the right to redeem the warrants at a price of $0.01 per warrant if certain conditions are met, including the trading price of the Common Stock exceeding a specified threshold for a specified period of time.

Remarks: (8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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