Sec Form 13G Filing - MSD Partners L.P. filing for LINDBLAD EXPEDITIONS HOLDINGS INC. (LIND) - 2023-02-14

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  MSD Partners, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  3,575,132 (1)

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  3,575,132 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,575,132 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.3% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Represents shares of common stock underlying the 33,964 shares of the 6.0% Series A Convertible Preferred Stock beneficially owned by the Reporting Persons.

The percentage used herein and in the rest of this Amendment No. 2 to Schedule 13G is calculated based upon 53,141,196 shares of the Issuer’s common stock outstanding as of October 31, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 2, 2022, and assuming conversion of all of the 33,964 shares of 6.0% Series A Convertible Preferred Stock beneficially owned by the Reporting Persons.

  NAMES OF REPORTING PERSONS

  MSD SIF Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  3,575,132 (1)

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  3,575,132 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,575,132 (1)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.3% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Represents shares of common stock underlying the 33,964 shares of the 6.0% Series A Convertible Preferred Stock beneficially owned by the Reporting Persons.

The percentage used herein and in the rest of this Amendment No. 2 to Schedule 13G is calculated based upon 53,141,196 shares of the Issuer’s common stock outstanding as of October 31, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 2, 2022, and assuming conversion of all of the 33,964 shares of 6.0% Series A Convertible Preferred Stock beneficially owned by the Reporting Persons.

This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD SIF Partners II, LLC (“MSD SIF Partners”) (collectively, the “Reporting Persons”). MSD SIF Partners is the direct owner of the securities covered by this statement.

MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by, MSD SIF Partners. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, a copy of which is filed with this Amendment No. 2 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.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 2(c)

Item 4

Ownership:

A. MSD Partners, L.P.

(a)   Amount beneficially owned: 3,575,132

(b)   Percent of class: 6.3%

(c)   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: 3,575,132

(iii)  Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,575,132

B. MSD SIF Partners II, LLC

(a)   Amount beneficially owned: 3,575,132

(b)   Percent of class: 6.3%

(c)   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: 3,575,132

(iii)  Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 3,575,132

C. MSD Partners (GP), LLC

(a)   Amount beneficially owned: 3,575,132

(b)   Percent of class: 6.3%

(c)   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: 3,575,132

(iii)  Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,575,132

Gregg R. Lemkau

Amount beneficially owned: 3,575,132

Percent of class: 6.3%

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 3,575,132

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 3,575,132

Description of Exhibit