3//SEC Filing
Pivotal Investment Holdings II LLC 3
Accession 0001094891-19-000145
CIK 0001772720other
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 5:15 PM ET
Size
11.3 KB
Accession
0001094891-19-000145
Insider Transaction Report
Form 3
LEDECKY JONATHAN J
Director
Holdings
- (indirect: By LLC)
Warrants
→ Class A Common Stock (3,833,333 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (5,500,000 underlying)
Griffin Kevin
Director
Holdings
- (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (5,500,000 underlying) - (indirect: By LLC)
Warrants
→ Class A Common Stock (3,833,333 underlying)
Pivotal Investment Holdings II LLC
10% Owner
Holdings
- (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (5,500,000 underlying) - (indirect: By LLC)
Warrants
→ Class A Common Stock (3,833,333 underlying)
Footnotes (7)
- [F1]The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B Common Stock has no expiration date.
- [F2]Includes up to 750,000 shares of Class B Common Stock which are subject to forfeiture to the extent the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full.
- [F3]Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include up to 400,000 additional warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full.
- [F4]The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering.
- [F5]The warrants will expire five years after the completion of the Issuer's initial business combination.
- [F6]Each warrant entitles the holder to purchase one share of the Issuer's Class A Common Stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions.
- [F7]These shares are owned directly by Pivotal Investment Holdings II LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding II LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chief Executive Officer and a director. Pivotal Spac Funding II 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, Ironbound Partners Fund, LLC, Pivotal Spac Funding II LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings II LLC, except to the extent of his or its pecuniary interest therein.
Documents
Issuer
Pivotal Investment Corp II
CIK 0001772720
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001780029
Filing Metadata
- Form type
- 3
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 5:15 PM ET
- Size
- 11.3 KB