4//SEC Filing
Griffin Kevin 4
Accession 0001094891-19-000244
CIK 0001752474other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 10:45 AM ET
Size
17.7 KB
Accession
0001094891-19-000244
Insider Transaction Report
Form 4
Griffin Kevin
Director10% Owner
Transactions
- Conversion
Common Stock
2019-12-19+5,070,608→ 5,070,608 total(indirect: By LLC) - Award
Common Stock
2019-12-19+250,000→ 250,000 total(indirect: By MGG Investment Group LP) - Disposition to Issuer
Class B common stock
2019-12-19−479,392→ 5,320,608 total(indirect: By LLC)→ Common Stock (479,392 underlying) - Conversion
Class B common stock
2019-12-19−5,070,608→ 0 total(indirect: By LLC)→ Common Stock (5,070,608 underlying) - Disposition to Issuer
Warrants
2019-12-19−1,764,719→ 4,585,281 total(indirect: By LLC)Exercise: $11.50→ Common Stock (1,764,719 underlying) - Award
8.00% Convertible Debenture Due December 19, 2024
2019-12-19$100000000.00/sh(indirect: By MGG Investment Group LP)Exercise: $18.00From: 2019-12-19Exp: 2024-12-19→ Common Stock (5,555,556 underlying)
Footnotes (8)
- [F1]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.
- [F2]The reporting person forfeited these securities to the Issuer for no consideration.
- [F3]The shares of Common Stock were issued pursuant to a debenture committment entered into between an affiliate of the holder and the Issuer.
- [F4]The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
- [F5]The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
Pivotal Acquisition Corp
CIK 0001752474
Entity typeother
Related Parties
1- filerCIK 0001766124
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 10:45 AM ET
- Size
- 17.7 KB