Sec Form 13G Filing - KARLIN ASSET MANAGEMENT INC. filing for INDEPENDENCE CONTRACT DRILLING (ICDI) - 2024-10-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

_________________________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

◻ Rule 13d-1(b)

⌧ Rule 13d-1(c)

◻ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Independence Contract Drilling, Inc. (the “Issuer”)

20475 State Highway 249, Suite 300

Houston, Texas 77070

This statement is being filed by the following persons with respect to the shares of Common Stock (as defined below) of the Issuer that were directly held by Karlin Energy, LLC (“Karlin Energy”):

The above parties are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

The address for each of the Reporting Persons is:

11755 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025

Karlin Energy - Delaware

Karlin Asset Management - Delaware

Karlin Holdings - Nevada

Karlin Trust - California

Gary Karlin Michelson - United States

Common Stock, $0.01 par value per share (“Common Stock”)

453415606

* The beneficial ownership amounts and percentage of beneficial ownership reported above are as of the date hereof.  As of September 30, 2024, the Reporting Persons beneficially owned 1,373,297 shares of Common Stock of the Issuer, which represented approximately 9.0% of the outstanding shares of Common Stock, based on 15,220,114 shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 7, 2024.

Karlin Asset Management is the Manager of Karlin Energy and is the General Partner of Karlin Holdings. Karlin Holdings is the Sole Member of Karlin Energy. Karlin Trust is the sole owner of Karlin Asset Management. Gary Karlin Michelson is the Trustee of Karlin Trust and the sole director of Karlin Asset Management.

Each Reporting Person other than Karlin Energy may have been deemed to have beneficially owned the Common Stock that was held directly by Karlin Energy, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person other than Karlin Energy was the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Reporting Persons other than Karlin Energy expressly disclaims beneficial ownership of all shares of Common Stock that were held directly by Karlin Energy and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group”.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

The information in Item 4 is incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.