Michael S Dell Form 3 MSD Investment / MICHAEL S DELL ownership change

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^*

MSD CAPITAL L P

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2022

3. Issuer Name and Ticker or Trading Symbol
MSD Investment Corp. [ NONE ]

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	8,250,000	I	See Footnotes(1)(2)(4)
Common Stock	1,500,000	I	See Footnotes(3)(4)

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

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 INVESTMENT

(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^*

Noble Environmental Investments, LLC

(Last) (First) (Middle)

ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. 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.]

2. [Cont.] Each of John C. Phelan 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.

3. MSD Portfolio is the record holder of these shares of the issuer's common stock. MSD Capital is the general partner of MSD Portfolio and may be deemed to beneficially own securities owned by MSD Portfolio. MSD Capital Management and each of Messrs. Dell, Phelan and Lisker may be deemed to beneficially own securities owned by MSD Portfolio.

4. Each of Noble Investments, MSD Portfolio, MSD Capital and MSD Capital Management and each of Messrs. Phelan, 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 Name: Marc R. Lisker Title: Manager	03/03/2022
	Noble Environmental Investments, LLC By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Authorized Signatory	03/03/2022
	MSD Portfolio L.P. By: MSD Capital, L.P. Its: Manager By: By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager	03/03/2022
	Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact	03/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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