0001094891-21-000107.txt : 20210208 0001094891-21-000107.hdr.sgml : 20210208 20210208201035 ACCESSION NUMBER: 0001094891-21-000107 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210208 FILED AS OF DATE: 20210208 DATE AS OF CHANGE: 20210208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pivotal Investment Holdings III LLC CENTRAL INDEX KEY: 0001842422 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40019 FILM NUMBER: 21603280 BUSINESS ADDRESS: STREET 1: C/O GRAUBARD MILLER STREET 2: 405 LEXINGTON AVENUE 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 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: 001-40019 FILM NUMBER: 21603281 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: Griffin Kevin CENTRAL INDEX KEY: 0001766124 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40019 FILM NUMBER: 21603282 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pivotal Investment Corp III CENTRAL INDEX KEY: 0001835800 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 853415215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O GRAUBARD MILLER STREET 2: 405 LEXINGTON AVENUE 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 CITY: NEW YORK STATE: NY ZIP: 10174 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2021-02-08 0 0001835800 Pivotal Investment Corp III PICC 0001842422 Pivotal Investment Holdings III LLC C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK NY 10174 0 0 1 0 0001008382 LEDECKY JONATHAN J C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK NY 10174 1 0 1 0 0001766124 Griffin Kevin C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK NY 10174 1 1 1 0 Chief Executive Officer Class B Common Stock Class A Common Stock 6600000 I By Pivotal Investment Holdings III LLC Warrants Class A Common Stock 6550000 I By Pivotal Investment Holdings III 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 900,000 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. 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 720,000 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 Investment Holdings III LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding III LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chairman. Pivotal Spac Funding III LLC is an affiliate of MGG Investment Group, LP, whose Chief Executive Officer is Kevin Griffin, the Chief Executive Officer and a director of the Issuer. Each of Mr. Ledecky, Ironbound Partners Fund, LLC, Pivotal Spac Funding III LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings III LLC, except to the extent of his or its pecuniary interest therein. /s/ Jonathan Ledecky as Chairman of Ironbound Partners Fund LLC, a managing member of Pivotal Investment Holdings III LLC 2021-02-08 /s/ Jonathan Ledecky 2021-02-08 /s/ Kevin Griffin 2021-02-08