FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ONTARIO TEACHERS PENSION PLAN BOARD
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/19/2019 

3. Issuer Name and Ticker or Trading Symbol

KLDiscovery Inc. [NONE]
(Last)        (First)        (Middle)

5650 YONGE STREET, NORTH YORK
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

TORONTO, A6 M2M 4H5      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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, $0.001 par value 1478379 I See footnote (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
8.0% Convertible Debentures due 2024  (4) (4)Common Stock  (5) (6)I See Footnote (1)(2)(3)
Warrants  (7) (7)Common Stock  (7) (7)I See Footnote (1)(2)(3)

Explanation of Responses:
(1) The reported securities are owned by 1397225 Ontario Limited ("1397225"), a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP," and, together with 1397225, the "Reporting Persons").
(2) The President and Chief Executive Officer of OTPP has delegated to each of Mr. Christopher Witkowski and Mr. Michael Merkoulovitch the authority to implement disposition decisions with respect to the securities reported herein; however, approval of such decisions is made by senior personnel within the Capital Markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the Strategy & Risk group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Witkowski and Merkoulovitch expressly disclaims beneficial ownership of the securities reported herein.
(3) The securities reported herein were acquired pursuant to a purchase agreement (the "Purchase Agreement") dated December 16, 2019 with the Issuer and the other purchasers named therein (the "Purchasers"). The Purchase Agreement contains certain voting agreements and transfer restrictions. The Reporting Persons disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers.
(4) The 8.0% Convertible Debentures due 2024 (the "Debentures") are convertible at the option of the holder from December 19, 2019 until December 19, 2024. KLD Discovery Inc. (the "Issuer") has the right to prepay the Debentures, without penalty, at any time. In the event the Issuer elects to prepay the Debentures, the holders will have a right to purchase Common Stock, $0.001 par value (the "Common Stock") of the Issuer in an amount equal to the principal amount of the Debentures held by that holder that were prepaid divided by 18, at a price of $18 per share, subject to adjustment.
(5) The Reporting Persons beneficially own Debentures with a principal amount of $80,000,000, which are currently convertible into 4,525,925 shares of Common Stock. The Debentures will pay interest at a rate of 8.00%, paid 4.00% in cash and 4.00% in-kind (the "PIK Interest"). Additionally, the Issuer will pay an in-kind additional payment (the "Additional Payment") of 3% of the principal amount of the Debentures annually (or upon a conversion or prepayment of the Debentures, with the amount of the Additional Payment made at the time of a prepayment based on the amount of the prepayment). Payments of the PIK Interest and the Additional Payment will increase the principal amount of the Debentures beneficially owned by the Reporting Persons and, as a result, the number of shares of Common Stock into which Debentures beneficially owned by the Reporting Persons can be converted.
(6) The Debentures are convertible into shares of Common Stock at the option of the holder at any time at a conversion price of $18.00, subject to adjustment.
(7) The warrants are exercisable at the option of the holder from January 16, 2020 until December 19, 2024, with an exercise price of $11.50 per share, subject to adjustment. The warrants are currently exercisable for 1,411,775 shares of Common Stock. The Issuer has the right to redeem the warrants at a price of $0.01 per warrant if certain conditions are met, including the trading price of the Common Stock exceeding a specified threshold for a specified period of time.

Remarks:
(8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ONTARIO TEACHERS PENSION PLAN BOARD
5650 YONGE STREET
NORTH YORK
TORONTO, A6 M2M 4H5

X

1397225 Ontario Ltd
5650 YONGE STREET
TORONTO, A6 M2M 4H5

X


Signatures
/s/ Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board (8)12/30/2019
**Signature of Reporting PersonDate

/s/ Jeffrey Michael Davis, Secretary, on behalf of 1397225 Ontario Limited (8)12/30/2019
**Signature of Reporting PersonDate

Pivotal Acquisition (NYSE:PVT.U)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Pivotal Acquisition Charts.
Pivotal Acquisition (NYSE:PVT.U)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Pivotal Acquisition Charts.