X0206 3 2019-01-31 0 0001752474 Pivotal Acquisition Corp PVT 0001763970 Pivotal Spac Funding LLC C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL NEW YORK NY 10174 0 0 1 0 0001008382 LEDECKY JONATHAN J C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL NEW YORK NY 10174 1 1 1 0 Chief Executive Officer 0001766124 Griffin Kevin C/O PIVOTAL ACQUISITION CORP., C/O GRAUB ARD MILLER, 405 LEXINGTON AVE, 11TH FL NEW YORK NY 10174 1 0 1 0 Class B Common Stock Class A Common Stock 5500000 I By Pivotal Acquisition Holdings LLC Warrants Class A Common Stock 5750000 I By Pivotal Acquisition Holdings LLC The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B Common Stock has no expiration date. Includes up to 750,000 shares of Class B Common Stock which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full. 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. Does not include securities underlying up to 600,000 additional warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full. 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. The warrants will expire five years after the completion of the Issuer's initial business combination. 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. 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. /s/ Jonathan Ledecky as managing member of Pivotal Acquisition Holdings LLC 2019-01-31 /s/ Jonathan Ledecky 2019-01-31 /s/ Kevin Griffin 2019-01-31