0001094891-19-000042.txt : 20190131
0001094891-19-000042.hdr.sgml : 20190131
20190131123643
ACCESSION NUMBER: 0001094891-19-000042
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190131
FILED AS OF DATE: 20190131
DATE AS OF CHANGE: 20190131
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Griffin Kevin
CENTRAL INDEX KEY: 0001766124
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38789
FILM NUMBER: 19554550
MAIL ADDRESS:
STREET 1: C/O PIVOTAL ACQUISITION CORP.
STREET 2: C/O GRAUBARD MILLER, 405 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10174
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEDECKY JONATHAN J
CENTRAL INDEX KEY: 0001008382
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38789
FILM NUMBER: 19554551
MAIL ADDRESS:
STREET 1: C/O THE LEDECKY FOUNDATION
STREET 2: 901 - 15TH STREET, NW, SUITE 950
CITY: WASHINGTON
STATE: DC
ZIP: 20005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pivotal Spac Funding LLC
CENTRAL INDEX KEY: 0001763970
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38789
FILM NUMBER: 19554552
BUSINESS ADDRESS:
STREET 1: C/O MGG INVESTMENT GROUP ONE PENN PLAZA
STREET 2: 53RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10119
BUSINESS PHONE: 2123566100
MAIL ADDRESS:
STREET 1: C/O MGG INVESTMENT GROUP ONE PENN PLAZA
STREET 2: 53RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10119
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pivotal Acquisition Corp
CENTRAL INDEX KEY: 0001752474
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 611898603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10174
BUSINESS PHONE: (212) 818-8800
MAIL ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10174
3
1
edgar.xml
PRIMARY DOCUMENT
X0206
3
2019-01-31
0
0001752474
Pivotal Acquisition Corp
PVT
0001763970
Pivotal Spac Funding LLC
C/O PIVOTAL ACQUISITION CORP., C/O GRAUB
ARD MILLER, 405 LEXINGTON AVE, 11TH FL
NEW YORK
NY
10174
0
0
1
0
0001008382
LEDECKY JONATHAN J
C/O PIVOTAL ACQUISITION CORP., C/O GRAUB
ARD MILLER, 405 LEXINGTON AVE, 11TH FL
NEW YORK
NY
10174
1
1
1
0
Chief Executive Officer
0001766124
Griffin Kevin
C/O PIVOTAL ACQUISITION CORP., C/O GRAUB
ARD MILLER, 405 LEXINGTON AVE, 11TH FL
NEW YORK
NY
10174
1
0
1
0
Class B Common Stock
Class A Common Stock
5500000
I
By Pivotal Acquisition Holdings LLC
Warrants
Class A Common Stock
5750000
I
By Pivotal Acquisition Holdings LLC
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.
Includes up to 750,000 shares of Class B Common Stock which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full.
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 securities underlying up to 600,000 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.
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.
The warrants will expire five years after the completion of the Issuer's initial business combination.
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.
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 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.
/s/ Jonathan Ledecky as managing member of Pivotal Acquisition Holdings LLC
2019-01-31
/s/ Jonathan Ledecky
2019-01-31
/s/ Kevin Griffin
2019-01-31