Michael S Dell Form 4 MSD Investment / MICHAEL S DELL 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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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 CAPITAL L P

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

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
Common Stock	06/05/2024		P		2,375,241(1)	A	$24.44	20,248,751(2)	I	See Footnotes(3)(4)(6)
Common Stock	06/05/2024		P		431,862(1)	A	$24.44	3,681,591(2)	I	See Footnotes(5)(6)

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

1. Name and Address of Reporting Person^*

MSD CAPITAL L P

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MSD Portfolio L.P. - MSD Personal Income

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MSD PORTFOLIO L P INVESTMENT

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Noble Environmental Investments, LLC

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DELL MICHAEL S

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEMKAU GREGG

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lisker Marc R

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

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. Investment ("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.] Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. 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.

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 and each of Messrs. Dell, Lemkau and Lisker may be deemed to beneficially own securities owned by MSD Personal Income.

6. Each of Noble Investments, MSD Portfolio, MSD Personal Income, MSD Capital and MSD Capital Management and each of Messrs. Lemkau, Lisker and 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.

	MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Title: Manager	06/07/2024
	Noble Environmental Investments, LLC By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Authorized Signatory	06/07/2024
	MSD Portfolio L.P. Investment By: MSD Capital, L.P. Its: Manager By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	06/07/2024
	MSD Portfolio L.P. - MSD Personal Income By: MSD Capital, L.P. Its: Manager By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	06/07/2024
	Michael S. Dell By: /s/ Marc R. Lisker Title: Attorney-in-Fact	06/07/2024
	Gregg R. Lemkau By: /s/ Gregg R. Lemkau	06/07/2024
	Marc R. Lisker By: /s/ Marc R. Lisker	06/07/2024
	** 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 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).
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