0001387131-22-004645.txt : 20220407 0001387131-22-004645.hdr.sgml : 20220407 20220407161136 ACCESSION NUMBER: 0001387131-22-004645 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220407 DATE AS OF CHANGE: 20220407 GROUP MEMBERS: 1397225 ONTARIO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KLDiscovery Inc. CENTRAL INDEX KEY: 0001752474 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 611898603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90827 FILM NUMBER: 22813984 BUSINESS ADDRESS: STREET 1: 8201 GREENSBORO DRIVE STREET 2: SUITE 300 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 288-3380 MAIL ADDRESS: STREET 1: 8201 GREENSBORO DRIVE STREET 2: SUITE 300 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Pivotal Acquisition Corp DATE OF NAME CHANGE: 20180910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 SC 13D/A 1 otpp-sc13da_121921.htm AMENDMENT TO FORM SC 13D
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D
(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

KLDiscovery Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
498455104
(CUSIP Number)

 

Jeff Davis
Chief Legal & Corporate Affairs Officer
Ontario Teachers’ Pension Plan Board
5650 Yonge Street, 3rd Floor
Toronto, Ontario M2M 4H5
Canada

(416) 228-5900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 19, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 

1 NAME OF REPORTING PERSON
Ontario Teachers’ Pension Plan Board
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,132,887
9 SOLE DISPOSITIVE POWER
8,132,887
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,132,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5% (1)
14 TYPE OF REPORTING PERSON
OO
           

(1) Calculated based on (i) 42,684,549 shares of the Common Stock, par value $0.0001 per share, of KLDiscovery Inc. (the “Issuer”), outstanding as of March 17, 2022, as reported in the Issuer’s Annual Report on Form 10-K dated March 17, 2022, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of common stock that may be acquired upon the exercise of the Warrants (as defined herein) and (iv) 5,242,733 shares of common stock that may be acquired upon conversion of Debentures (as defined herein).

  

 

 

1 NAME OF REPORTING PERSON
1397225 Ontario Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,132,887
9 SOLE DISPOSITIVE POWER
8,132,887
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,132,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5% (1)
14 TYPE OF REPORTING PERSON
CO
           

(1) Calculated based on (i) 42,684,549 shares of the Common Stock, par value $0.0001 per share, of the Issuer outstanding as of March 17, 2022, as reported in the Issuer’s Annual Report on Form 10-K dated March 17, 2022, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of common stock that may be acquired upon the exercise of the Warrants and (iv) 5,242,733 shares of common stock that may be acquired upon conversion of Debentures.

  

 

 
Item 1. Security and Issuer

 

Item 1 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

This Amendment No. 1 (the “Amendment”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) filed on December 19, 2019 as it relates to the common stock, par value $0.0001 per share (the “Common Stock”), of KLDiscovery Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at: c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

 

(a), (b) The following disclosure assumes there are 49,339,057 shares of the Common Stock outstanding, based on (i) 42,684,549 shares of Common Stock outstanding as of March 17, 2022, as reported in the Issuer’s Annual Report on Form 10-K dated March 17, 2022, (ii) 1,478,379 shares of common stock, (iii) 1,411,775 shares of Common Stock that may be acquired upon the exercise of the Warrants, and (iv) 5,242,733 shares of Common Stock that may be acquired upon conversion of Debentures.

 

Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 8,132,887 shares of Common Stock, which constitutes approximately 16.5% of the outstanding shares of Common Stock. 

 

(c) On March 31, 2022, 50,974 PIK Interest shares were acquired by the Reporting Persons within the past 60 days before the March 31, 2022 Event Date of this Amendment No. 1.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e) Not applicable. 

 

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

 

Exhibit

Description

   
1 Joint Filing Agreement.
   

  

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: April 7, 2022

     
 

 

ONTARIO TEACHERS’ PENSION PLAN BOARD

     
  By: /s/ Rossana Di Lieto  
    Rossana Di Lieto
Senior Managing Director, Chief Compliance Officer & Associate General Counsel

 

     
  1397225 ONTARIO LIMITED
     
  By: /s/ Rossana Di Lieto  
    Rossana Di Lieto
Senior Managing Director, Chief Compliance Officer & Associate General Counsel

 

  

EX-1 2 ex-1.htm JOINT FILING AGREEMENT
 

 Ontario Teachers’ Pension Plan Board SC 13D/A

Exhibit 1

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of KLDiscovery Inc., and that this agreement be included as an Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of April 7, 2022.

 

  ONTARIO TEACHERS’ PENSION PLAN BOARD

 

  By: /s/ Rossana Di Lieto  
    Rossana Di Lieto
Senior Managing Director, Chief Compliance Officer & Associate General Counsel

 

  1397225 ONTARIO LIMITED

 

  By: /s/ Rossana Di Lieto  
    Rossana Di Lieto
Senior Managing Director, Chief Compliance Officer & Associate General Counsel