Dell Michael S's Form 4/A amendment
AmendedMSD Investment Corp. · filed Jan 9, 2023
- Accession no.
- 0000899243-23-001316
- Filed
- Jan 9, 2023, 5:36 PM ET
- Trade date
- Jun 23, 2022
- Filing delay
- 200 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jul 7, 2022
This filing lists 2 non-derivative transactions. Open-market purchases total $48.8M. It was filed 200 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Dell Michael SCIK 0000908724 | 10% Owner |
| MSD Capital, L.P.CIK 0001105497 | 10% Owner |
| MSD Portfolio L.P. - InvestmentsCIK 0001134557 | 10% Owner |
| Noble Environmental Investments, LLCCIK 0001914199 | 10% Owner |
| MSD Portfolio L.P. - MSD Personal IncomeCIK 0001961108 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 23, 2022 | Common Stock | PPurchaseAcquired | +1,725,220 | $23.91 | +$41,250,010.2 | 10,171,882 | Indirect | Duplicate filing |
| Jun 23, 2022 | Common Stock | PPurchaseAcquired | +313,676 | $23.91 | +$7,499,993.16 | 1,849,433 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
- F2
Includes shares acquired pursuant to the reinvestment of dividends under the issuer's dividend reinvestment plan.
- F3
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.]
- F4
[Cont.] Each of Gregg 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.
- F5
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.
- F6
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.
Remarks
This amendment is filed solely to add MSD Personal Income as a reporting person and the direct owner of the shares listed in line 2 of Table I. The initial filing inadvertently identified MSD Portfolio as the direct owner of these shares.