| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/11/2019 | 3. Issuer Name and Ticker or Trading Symbol Pivotal Investment Corp II [ PIC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 5,500,000(1)(2) | (1) | I | By Pivotal Investment Holdings II LLC(7) |
| Warrants(3) | (4) | (5) | Class A Common Stock | 3,833,333 | (6) | I | By Pivotal Investment Holdings II LLC(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. Includes up to 750,000 shares of Class B Common Stock which are subject to forfeiture to the extent the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full. |
| 3. 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 up to 400,000 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. |
| 4. 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. |
| 5. The warrants will expire five years after the completion of the Issuer's initial business combination. |
| 6. 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. |
| 7. These shares are owned directly by Pivotal Investment Holdings II LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding II LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chief Executive Officer and a director. Pivotal Spac Funding II 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, Ironbound Partners Fund, LLC, Pivotal Spac Funding II LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings II LLC, except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| /s/ Jonathan Ledecky as Chairman of Ironbound Partners Fund LLC, a managing member of Pivotal Investment Holdings II LLC | 07/11/2019 | |
| /s/ Jonathan Ledecky | 07/11/2019 | |
| /s/ Kevin Griffin | 07/11/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
