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
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.

                               POWER OF ATTORNEY

        The undersigned understands that, from time to time, the Carlyle
Companies (defined below) are required to prepare, execute and file certain
federal and state securities laws filings.

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeremy Anderson, Joanne Cosiol, Anne Frederick, Kevin Gasque,
Erica Herberg, Norma Kuntz, Joshua Lefkowitz, David Lobe, Karen McMonagle,
Aditya Narain, Venu Rathi, Michelle Reing, Ryan Toteja and Catherine Ziobro, or
any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)    prepare, execute in the name of each Carlyle Company and on
               behalf of each Carlyle Company, and submit to the U.S. Securities
               and Exchange Commission (the "SEC") a Form ID, including
               amendments thereto, and any other documents necessary or
               appropriate to obtain codes and passwords enabling the
               undersigned to make electronic filings with the SEC of Forms D
               ("Form D") required to be filed in accordance with Rule 503
               ("Rule 503") promulgated with respect to Sections 4(2), 4(6) and
               3(b) of the Securities Act of 1933 (the "1933 Act") and reports
               required by Sections 13(d) and 16(a) of the Securities Exchange
               Act of 1934 (the "1934 Act") or any rule or regulation of the
               SEC;

        (2)    prepare and execute for and on behalf of each Carlyle Company, in
               the undersigned's capacity as a Chairman, authorized person,
               officer and/or director of each Carlyle Company, federal and
               state securities laws filings including without limitation Forms
               D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4,
               and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act
               and the rules thereunder;

        (3)    do and perform any and all acts for and on behalf of each Carlyle
               Company which may be necessary or desirable to complete and
               execute any such federal and state securities laws filings
               including without limitation Forms D, Schedules 13D and 13G and
               Forms 3, 4, and 5, complete and execute any amendment or
               amendments thereto, and timely file such form with the SEC and
               the securities administrators of any state, the District of
               Columbia, the Commonwealth of Puerto Rico, Guam and the United
               States Virgin Islands or their designees and any stock exchange
               or similar authority; and

        (4)    take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact,
               may be of benefit to, in the best interest of, or legally
               required by, the undersigned, it being understood that the
               documents executed by such attorney-in-fact on behalf of the
               undersigned pursuant to this Power of Attorney shall be in such
               form and shall contain such terms and conditions as such
               attorney-in-fact may approve in such attorney-in-fact's
               discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.

        This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event.  Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event.  Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

        For purposes hereof, the "Carlyle Companies" shall consist of:  (i)
Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP
Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group,
L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group
Investment Holdings, L.P., Carlyle Holdings III GP Management L.L.C., Carlyle
Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III
L.P., TC Group Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub
L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and
(ii) the subsidiaries and affiliates of the foregoing in clause (i), including
without limitation investment funds sponsored directly or indirectly by one or
more of the Carlyle Companies.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of February, 2019.


                                        By:     /s/ Curtis L. Buser
                                                ------------------------
                                        Name:   Curtis L. Buser
                                        Title:  Chief Financial Officer