SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* CEOF II DE I AIV, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/19/2019	3. Issuer Name and Ticker or Trading Symbol KLDiscovery Inc. [ KLD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,996,804(1)	I	See footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contingent Shares	(4)	(4)	Common Stock	1,264,166	(4)	I	See footnotes(3)(5)

1. Name and Address of Reporting Person* CEOF II DE I AIV, L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CEOF II Coinvestment (DE), L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CEOF II Coinvestment B (DE), L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the consummation of the business combination of Pivotal Acquisition Corp. and LD Topco, Inc., each share of the Company common stock was automatically converted into the right to receive a pro rata portion of Pivotal's Class A common stock (the "Common Stock").

2. Includes 18,261,123 shares held of record by CEOF II DE I AIV, L.P. ("CEOF II DE"), 1,658,789 shares held of record by CEOF II Coinvestment (DE), L.P. ("CEOF II Coinvestment") and 76,892 shares held of record by CEOF II Coinvestment B (DE), L.P. ("CEOF II Coinvestment B," and together with CEOF II DE and CEOF II Coinvestment, the "CEOF Funds").

3. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group, L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group, L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the sole member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole member of CEOF II DE GP AIV, L.L.C., which is the general partner CEOF II DE AIV GP, L.P., which is the general partner of each of the CEOF Funds. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by the CEOF Funds.

4. Represents shares that may be issued to the Reporting Person if the closing sale price of Common Stock equals or exceeds $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any consecutive 20 trading days during the five year period following December 19, 2019.

5. Includes 1,154,439 shares held of record by CEOF II DE, 104,866 shares held of record by CEOF II Coinvestment and 4,861 shares held of record by CEOF II Coinvestment B.

Remarks:

Due to the limitations of the electronic filing system Carlyle Group Management L.L.C., The Carlyle Group, L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., TC Group Sub L.P. are filing a separate Form 4. Exhibit 24 - Power of Attorney.

	CEOF II DE GP AIV, L.L.C. By: /s/ William Darman, Authorized Person	12/30/2019
	CEOF II DE AIV GP, L.P. By: CEOF II DE GP AIV, L.L.C., its general partner By: /s/ William Darman, Authorized Person	12/30/2019
	CEOF II DE I AIV, L.P. By: CEOF II DE AIV GP, L.P., its general partner By: CEOF II DE GP AIV, L.L.C., its general partner By: /s/ William Darman, Authorized Person	12/30/2019
	CEOF II Coinvestment (DE), L.P. By: CEOF II DE AIV GP, L.P., its general partner By: CEOF II DE GP AIV, L.L.C., its general partner By: /s/ William Darman, Authorized Person	12/30/2019
	CEOF II Coinvestment B (DE), L.P. By: CEOF II DE AIV GP, L.P., its general partner By: CEOF II DE GP AIV, L.L.C., its general partner By: /s/ William Darman, Authorized Person	12/30/2019
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.