Gregg Lemkau Form 4 MSD ACQUISITION CORP. / NEW / JOHN PHELAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MSD SPONSOR HOLDINGS, LLC

(Last) (First) (Middle)

C/O MSD ACQUISITION CORP.

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSD ACQUISITION CORP. / NEW [ MSDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2023

4. 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 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

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 Securities Underlying Derivative Security (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: 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
Class B ordinary shares	(1)	03/29/2023		J		14,224,999		(1)	(1)	Class A ordinary shares	14,224,999	(1)	1	D(2)

1. Name and Address of Reporting Person^*

MSD SPONSOR HOLDINGS, LLC

(Last) (First) (Middle)

C/O MSD ACQUISITION CORP.

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEMKAU GREGG

(Last) (First) (Middle)

C/O MSD ACQUISITION CORP.

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHELAN JOHN

(Last) (First) (Middle)

C/O MSD ACQUISITION CORP.

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. On March 17, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by MSD Sponsor Holdings, LLC (the "Sponsor") were surrendered for no compensation on March 29, 2023.

2. This Form 4 is being filed by the Sponsor. The Class B ordinary shares are held in the name of the Sponsor. The Sponsor is managed by a board of managers comprised of Gregg Lemkau, John Phelan and Robert Platek, who control the Sponsor. Accordingly, Messrs. Lemkau, Phelan and Platek have voting and investment discretion with respect to the securities held by the Sponsor, and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Lemkau, Phelan and Platek disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations.

	MSD Sponsor Holdings, LLC, By: /s/ Marcello Liguori, Vice President	03/30/2023
	/s/ Marcello Liguori as attorney in fact for Gregg Lemkau	03/30/2023
	/s/ Marcello Liguori as attorney in fact for John Phelan	03/30/2023
	** Signature of Reporting Person	Date
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