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

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1. Name and Address of Reporting Person* Pivotal Spac Funding LLC (Last) (First) (Middle) C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL (Street) NEW YORK NY 10174 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2019	3. Issuer Name and Ticker or Trading Symbol Pivotal Acquisition Corp [ PVT ]
		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) 01/31/2019
			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)

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
Warrants(1)(6)	(2)	(3)	Class A Common Stock	6,350,000	(4)	I	By Pivotal Acquisition Holdings LLC(5)

1. Name and Address of Reporting Person* Pivotal Spac Funding LLC (Last) (First) (Middle) C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL (Street) NEW YORK NY 10174 (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* LEDECKY JONATHAN J (Last) (First) (Middle) C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Griffin Kevin (Last) (First) (Middle) C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. The warrants will expire five years after the completion of the Issuer's initial business combination.

4. 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.

5. 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.

6. This Form 3/A is being filed to correct the number of shares as reported in the Form 3 filed on January 31, 2019.

Remarks:

	/s/ Jonathan Ledecky as managing member of Pivotal Acquisition Holdings LLC	02/11/2019
	/s/ Jonathan Ledecky	02/11/2019
	/s/ Kevin Griffin	02/11/2019
	** Signature of Reporting Person	Date
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