Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 4:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Morgan Evan B |
2. Issuer Name and Ticker or Trading Symbol
Pivotal Acquisition Corp
[
KLD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KLDISCOVERY, 8201 GREENSBORO DR., SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2019 |
(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/19/2019 | | A | | 37836 (1) | A | (1) | 37836 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Contingent Shares | (3) | 12/19/2019 | | A | | 2392 | | (3) | (3) | Common Stock | 2392 | (3) | 2392 | I | See footnote (4) |
Explanation of Responses: |
(1) | Pursuant to the consummation of the business combination of Pivotal Acquisition Corp. ("Pivotal") and LD Topco, Inc. (the "Company"), 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 (i) 4,984 shares held by Conifer Partners and (ii) 32,852 shares held by Radcliff Principal Holdings LLC, in each case, over which Mr. Morgan has voting and dispositive control. |
(3) | 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 the consummation of the business combination. |
(4) | Includes (i) 315 shares held by Conifer Partners and (ii) 2,077 shares held by Radcliff Principal Holdings LLC, in each case, over which Mr. Morgan has voting and dispositive control. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Morgan Evan B C/O KLDISCOVERY 8201 GREENSBORO DR., SUITE 300 MCLEAN, VA 22102 | X |
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Signatures
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By: /s/ Evan B. Morgan | | 12/23/2019 |
**Signature of Reporting Person | Date |
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