Independence Contract Drilling (ICDIQ) SC 13D/A Independence Contract Drilling / MSD Partners ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

INDEPENDENCE CONTRACT DRILLING, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

453415309

(CUSIP Number)

Alan L. Dye

C. Alex Bahn

Hogan Lovells US LLP

555 13th Street, NW

Washington, DC 20004

202-637-5600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)

June 7, 2021

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 CUSIPNO.      453415309  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		MSD Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐
						(b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					447,811
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					447,811
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		447,811
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		6.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

* See Item 5.

1 The percentage used herein and in the rest of this Amendment No. 3 to Schedule 13D is calculated based upon 6,518,180 shares of the Issuer’s Common Stock outstanding as of April 30, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021.

CUSIP NO. 453415309 SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		MSD Credit Opportunity Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a) ☐
						(b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					447,811
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					447,811
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		447,811
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		6.9%(1)
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

*  See Item 5.

Explanatory Note

This Amendment No. 3 (this "Amendment") reflects changes to the information in the Schedule 13D relating to the Common Stock, par value $0.01 per share (the “Shares”) of Independence Contract Drilling, Inc., a Delaware corporation (the Issuer") filed October 3, 2018, as amended by Amendment No. 1 filed December 14, 2020 and Amendment No. 2 filed January 4, 2021, by MSD Partners, L.P. ("MSD Partners"), a Cayman Islands limited partnership, and MSD Credit Opportunity Master Fund, L.P. ("Master Fund"), a Cayman Islands limited partnership (as amended, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged.

Item 2.  Identity and Background.

Item 2(c) of the Schedule 13D is hereby supplemented as follows:

The Reporting Persons have entered into a Joint Filing Agreement, dated June 9, 2021, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 5.	Interest in Securities of the Issuer
	Items 5(a) and (b) are hereby amended and restated in their entirety as follows:
	A.	MSD Partners, L.P.
		(a)	As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
		(b)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 447,811
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition: 447,811

B.	MSD Credit Opportunity Master Fund, L.P.
	(a)	As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
	(b)	Number of shares as to which such person has:
		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 447,811
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 447,811

C.	MSD Partners (GP), LLC
	(a)	As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
	(b)	Number of shares as to which such person has:
		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 447,811
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 447,811

D.	Brendan Rodgers
	(a)	As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
	(b)	Number of shares as to which such person has:
		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 447,811
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 447,811

E.	Marc R. Lisker
	(a)	As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
	(b)	Number of shares as to which such person has:
		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 447,811
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 447,811

F.	John C. Phelan
	(a)	As of the date hereof, John C. Phelan beneficially owns, in aggregate, 447,811 Shares, representing 6.9% of the Issuer's outstanding Shares.1
	(b)	Number of shares as to which such person has:
		(i)	Sole power to vote or direct the vote: -0-
		(ii)	Shared power to vote or direct the vote: 447,811
		(iii)	Sole power to dispose or direct the disposition: -0-
		(iv)	Shared power to dispose or direct the disposition: 447,811

_____________

1The percentage used herein and in the rest of this Amendment is calculated based upon 6,518,180 shares of the Issuer’s Common Stock outstanding as of April 30, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021.

Item 5(c) is hereby amended and supplemented as follows:

During the 60-day period immediately preceding the filing date of this Amendment, the Reporting Persons sold 10,059 Shares on June 7, 2021 at an average price of $4.01 per share, and 26,318 Shares on June 8, 2021 at an average price of $3.99 per share and 32,339 Shares on June 9, 2021 at an average price of $4.40 per share.

Item 7	Material to be filed as Exhibits
Exhibit	Description of Exhibit
99.1	Joint Filing Agreement dated June 9, 2021

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2021

MSD Partners, L.P.
By:	MSD Parents (GP), LLC
Its:	General Partner
By:	/s/ Marc R. Lisker
Name:	Marc R. Lisker
Title:	Manager
MSD Credit Opportunity Master Fund, L.P.
By:	MSD Parents, L.P.
Its:	Investment Manager
By:	MSD Partners (GP), LLC
Its:	General Partner
By:	/s/ Marc R. Lisker
Name:	Marc R. Lisker
Title:	Manager

Exhibit 99.1

JOINT FILING AGREEMENT

June 9, 2021

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: June 9, 2021

MSD Partners, L.P.
By:	MSD Partners (GP), LLC
Its:	General Partner
By:	/s/ Marc R. Lisker
Name:	Marc R. Lisker
Title:	Manager
MSD Credit Opportunity Master Fund, L.P.
By:	MSD Partners, L.P.
Its:	Investment Manager
By:	MSD Partners (GP), LLC
Its:	General Partner
By:	/s/ Marc R. Lisker
Name:	Marc R. Lisker
Title:	Manager