Filing Details
- Accession Number:
- 0001999371-23-001193
- Form Type:
- 13D Filing
- Publication Date:
- 2023-12-21 19:00:00
- Filed By:
- Ontario Teachers Pension Plan Board
- Company:
- Kldiscovery Inc.
- Filing Date:
- 2023-12-22
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Ontario Teachers Pension Plan Board | 0 | 8,735,594 | 8,735,594 | 0 | 8,735,594 | 17.4% |
1397 | 0 | 8,735,594 | 8,735,594 | 0 | 8,735,594 | 17.4% |
UNITED STATES
|
KLDiscovery Inc. |
(Name of Issuer)
|
Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
|
498455104 |
(CUSIP Number) |
Jeff Davis (416) 228-5900 |
(Name, Address and Telephone Number of Person
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 |