MSD Investment Corp.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 15:47

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MSD CAPITAL L P
2. Issuer Name and Ticker or Trading Symbol
MSD Investment Corp. [NONE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
10/31/2024
(Street)
NEW YORK, NY 10017 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/31/2024 P 1,948,730(1) A $24.27 26,601,954(2) I See Footnotes(3)(4)(6)
Common Stock 10/31/2024 P 354,315(1) A $24.27 4,836,719(2) I See Footnotes(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MSD CAPITAL L P
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 		X
MSD Portfolio L.P. - MSD Personal Income
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 		X
MSD Portfolio L.P. - Investments
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 		X
Noble Environmental Investments, LLC
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 		X
DELL MICHAEL S
ONE DELL WAY
ROUND ROCK, TX 78682 		X

Signatures

MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Title: Manager 11/04/2024
**Signature of Reporting Person Date
Noble Environmental Investments, LLC By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Authorized Signatory 11/04/2024
**Signature of Reporting Person Date
MSD Portfolio L.P. - Investments By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 11/04/2024
**Signature of Reporting Person Date
MSD Portfolio L.P. - MSD Personal Income By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 11/04/2024
**Signature of Reporting Person Date
Michael S. Dell By: /s/ Marc R. Lisker Title: Attorney-in-Fact 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents a purchase of securities from the issuer in the form of a capital call. Under the terms of subscription agreements between the reporting persons and the issuer, the reporting persons are required to fund drawdowns to purchase shares of the issuer's common stock up to the amount of their respective capital commitments on an as-needed basis with a minimum ten business days' prior notice to the reporting persons.
(2) Includes shares acquired pursuant to the reinvestment of dividends under the issuer's dividend reinvestment plan.
(3) Noble Environmental Investments, LLC ("Noble Investments") is the record holder of these shares of the issuer's common stock. MSD Portfolio L.P. - Investments ("MSD Portfolio") indirectly owns Noble Investments through wholly-owned subsidiaries of MSD Portfolio, and MSD Portfolio may be deemed to beneficially own securities owned by Noble Investments. MSD Capital, L.P. ("MSD Capital") is the general partner of MSD Portfolio and may be deemed to beneficially own securities owned by MSD Portfolio. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [Cont.]
(4) [Cont.] Michael S. Dell is the owner of MSD Portfolio and the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Capital Management, respectively. Mr. Dell disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
(5) MSD Portfolio L.P. - MSD Personal Income ("MSD Personal Income") is the record holder of these shares of the issuer's common stock. MSD Capital is the general partner of MSD Personal Income and may be deemed to beneficially own securities owned by MSD Personal Income. MSD Capital Management may be deemed to beneficially own securities owned by MSD Personal Income. Mr. Dell disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
(6) Each of Noble Investments, MSD Portfolio, MSD Personal Income, MSD Capital, MSD Capital Management and Mr. Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.