Carlyle Holdings I Form 3 KLDiscovery / Group Management L.L.C. Carlyle ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Carlyle Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2019

3. Issuer Name and Ticker or Trading Symbol
KLDiscovery Inc. [ KLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	19,996,804(1)	I	See footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contingent Shares	(4)	(4)	Common Stock	1,264,166	(4)	I	See footnotes(3)(5)

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Group L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TC Group Sub L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP,

1001 PENNSYLVANIA AVE., N.W. SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the consummation of the business combination of Pivotal Acquisition Corp. and LD Topco, Inc., 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 18,261,123 shares held of record by CEOF II DE I AIV, L.P. ("CEOF II DE"), 1,658,789 shares held of record by CEOF II Coinvestment (DE), L.P. ("CEOF II Coinvestment") and 76,892 shares held of record by CEOF II Coinvestment B (DE), L.P. ("CEOF II Coinvestment B," and together with CEOF II DE and CEOF II Coinvestment, the "CEOF Funds").

3. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group, L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the sole member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole member of CEOF II DE GP AIV, L.L.C., which is the general partner CEOF II DE AIV GP, L.P., which is the general partner of each of the CEOF Funds. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by the CEOF Funds.

4. 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 December 19, 2019.

5. Includes 1,154,439 shares held of record by CEOF II DE, 104,866 shares held of record by CEOF II Coinvestment and 4,861 shares held of record by CEOF II Coinvestment B.

Remarks:

Due to the limitations of the electronic filing system CEOF II DE GP AIV, L.L.C., CEOF II DE AIV GP, L.P., CEOF II DE I AIV, L.P., CEOF II Coinvestment (DE), L.P. and CEOF II Coinvestment B (DE), L.P. are filing a separate Form 4. Exhibit 24 - Power of Attorney.

	Carlyle Group Management L.L.C. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	The Carlyle Group L.P. By: Carlyle Group Management L.L.C., its general partner By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	Carlyle Holdings I GP Inc. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	Carlyle Holdings I GP Sub L.L.C. By: Carlyle Holdings I GP Inc., its sole member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	Carlyle Holdings I L.P. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	TC Group, L.L.C. By: Carlyle Holdings I L.P., its sole member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	TC Group Sub L.P. By: TC Group, L.L.C., its general partner By: Carlyle Holdings I L.P., its sole member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/30/2019
	** Signature of Reporting Person	Date
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