0001999371-23-001193.txt : 20231222 0001999371-23-001193.hdr.sgml : 20231222 20231222172309 ACCESSION NUMBER: 0001999371-23-001193 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231222 DATE AS OF CHANGE: 20231222 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] ORGANIZATION NAME: 06 Technology 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: 231510877 BUSINESS ADDRESS: STREET 1: 9023 COLUMBINE ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55347 BUSINESS PHONE: 703-288-3380 MAIL ADDRESS: STREET 1: 9023 COLUMBINE ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55347 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 ORGANIZATION NAME: 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 CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 SC 13D/A 1 otpp-sc13da_121923.htm AMENDMENT TO FORM SC 13D

 

 

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


Schedule 13D
(Amendment No. 2)

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, 2023

(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
8,735,594
9 SOLE DISPOSITIVE POWER
8,735,594
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,735,594
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (1)
14 TYPE OF REPORTING PERSON
OO
           

(1) Calculated based on (i) 43,086,267 shares of the Common Stock, par value $0.0001 per share, of KLDiscovery Inc. (the “Issuer”), outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (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) 5,845,440 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
8,735,594
9 SOLE DISPOSITIVE POWER
8,735,594
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,735,594
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (1)
14 TYPE OF REPORTING PERSON
CO
           

(1) Calculated based on (i) 43,086,267 shares of the Common Stock, outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (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) 5,845,440 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. 2 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on December 19, 2019, as amended and supplemented by Amendment No. 1 filed on April 7, 2022 (the “Original Schedule 13D”), 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. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

(c) The name, business address, present principal occupation and citizenship of each director and executive officer of each of OTPP and 1397225 are set forth on Schedule A and Schedule B, respectively.

 

 

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 50,343,482 shares of the Common Stock outstanding, based on (i) 43,086,267 shares of Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q dated November 9, 2023, (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) 5,845,440 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 8,735,594 shares of Common Stock, which constitutes approximately 17.4% of the outstanding shares of Common Stock.

 

(c) On December 19, 2023, 602,707 PIK Interest shares were acquired by the Reporting Persons.

 

(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.

 

 
 

 

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: December 22, 2023

 

  ONTARIO TEACHERS’ PENSION PLAN BOARD
     
  By: /s/ Jonathan Law
    Jonathan Law
Managing Director, Corporate & Investments Compliance

 

     
  1397225 ONTARIO LIMITED
     
  By: /s/ Jonathan Law
    Jonathan Law
Managing Director, Corporate & Investments Compliance

 

 
 

 

Schedule A

Board of Directors
 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

             
Cathryn Elizabeth Cranston   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Patricia Anne Croft   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Melville George Lewis   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Gene Lewis   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Steven Robert McGirr   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Monika Federau   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Cindy Forbes   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Timothy Hodgson   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Deborah Stein   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Tom Wellner   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian
             
Martine Irman   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Board Member   Canadian

 

 
 

 

 

Executive Officers

 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

             
Tracy Lee Abel   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Pension Officer   Canadian
             
Gillian Margaret Boyd Brown   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Senior Managing Director, Capital Markets   Canadian
             
William Dale Burgess   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Senior Managing Director, Infrastructure & Natural Resources   Canadian
             
Charley Butler   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Pension Officer   United Kingdom
             
Sharon Chilcott   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief of Staff   Canadian
             
Jeffrey Michael Davis   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Legal & Corporate Affairs Officer   Canadian
             
Tim Deacon   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Financial Officer   Canadian
             
Kathryn Fric   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Risk Officer   Canadian
             
Nick Jansa   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Executive Managing Director, EMEA   United Kingdom
             
Jo Taylor   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  President & CEO   United Kingdom
             
Beth Tyndall   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief People Officer   Canadian
             
Stephen Frederick James McLennan   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
 
Senior Managing Director, Total Fund Management
  Canadian
             
Olivia Penelope Steedman   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Executive Managing Director and Global Head of Teachers' Venture Growth   Canadian
             
Romeo Leemrijse   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Executive Managing Director, Equities   Canadian
             
Bruce Ross Crane   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Executive Managing Director, Asia-Pacific   American

 

 
 

 

Schedule B

Board of Directors
 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

             
Jeffrey Davis   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Legal & Corporate Affairs Officer, Ontario Teachers’ Pension Plan Board   Canadian
             
Jonathan Hausman   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Managing Director and Head of Global Strategic Relationships, Ontario Teachers’ Pension Plan Board   Canadian
             

 

Executive Officers
 

Name

 

Business Address

 

Principal Occupation or Employment

 

Citizenship

             
Jeffrey Davis   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Chief Legal & Corporate Affairs Officer, Ontario Teachers’ Pension Plan Board   Canadian
             
Jonathan Hausman   5650 Yonge Street, 3rd Floor
Toronto, ON M2M 4H5
  Managing Director and Head of Global Strategic Relationships, Ontario Teachers’ Pension Plan Board   Canadian