Sec Form 13G Filing - Susan Lieberman Dell Separate Property Trust @ MSD Investment Corp.

Sec Form 13G Filing - Susan Lieberman Dell Separate Property Trust filing for MSD Investment Corp.MSD Investment Corp. - 2024-02-13

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MSD Investment Corp.

(Name of Issuer)

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

None

(CUSIP Number)

December 31, 2023

(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 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.

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).


CUSIP NO. None				Page 1 of 4

(1)

The percentages used herein are calculated based upon 38,931,447 shares of the issuer’s common stock, which includes 34,621,102 shares of the issuer’s common stock outstanding as of November 9, 2023, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 plus 4,310,345 shares of the issuer’s common stock issued on December 29, 2023 in connection with a capital drawdown as reported in the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2024.


CUSIP NO. None				Page 2 of 4

(1)

The percentages used herein are calculated based upon 38,931,447 shares of the issuer’s common stock, which includes 34,621,102 shares of the issuer’s common stock outstanding as of November 9, 2023, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 plus 4,310,345 shares of the issuer’s common stock issued on December 0;29, 2023 in connection with a capital drawdown as reported in the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2024.


CUSIP NO. None				Page 3 of 4

(1)


CUSIP NO. None				Page 4 of 4

(1)

Item 1(a)

Name of Issuer:

The name of the issuer is MSD Investment Corp. (the “Company”).

Item 1(b)

Address of Issuer’s Principal Executive Offices:

The Company’s principal executive office is located at One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

Item 2(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by and on behalf of each of Susan Lieberman Dell Separate Property Trust (the “Trust”), Susan Lieberman Dell, Hexagon Trust Company (the “Trustee”) and Marc R. Lisker (collectively, the “Reporting Persons”).

The Trust is the direct owner of the securities covered in this statement. Mrs. Dell is the beneficiary of, and may be deemed to beneficially own securities beneficially owned by, the Trust. The Trustee is the trustee of, and may be deemed to beneficially own securities beneficially owned by, the Trust. Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, the Trustee. Each of the Trustee and Mr. Lisker disclaims any pecuniary interest in the assets of, or any securities beneficially owned by, the Trust.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2024, a copy of which is filed with this Schedule 13G 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.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Trust, the Trustee and Mrs. Dell is 60 Penhallow Street, Suite 400, Portsmouth, New Hampshire 03801.

The address of the principal business office of Mr. Lisker is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

Item 2(c)

Citizenship:

The Trust is organized under the laws of the State of Texas.

The Trustee is incorporated under the laws of the State of New Hampshire.

Each of Mrs. Dell and Mr. Lisker is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.001 per share.

Item 2(e)

CUSIP No.:

None.

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4

Ownership:

Susan Lieberman Dell Separate Property Trust

(a)

Amount beneficially owned: 4,742,076

(b)

Percent of class: 12.2%

(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: 4,742,076

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 4,742,076

Susan Lieberman Dell

(a)

Amount beneficially owned: 4,742,076

(b)

Percent of class: 12.2%

(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: 4,742,076

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 4,742,076

Hexagon Trust Company

(a)

Amount beneficially owned: 4,742,076

(b)

Percent of class: 12.2%

(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: 4,742,076

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 4,742,076

Marc R. Lisker

(a)

Amount beneficially owned: 25,291,072 (1)

(b)

Percent of class: 65.0%

(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: 25,291,072 (1)

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 25,291,072 (1)

(1)

Reflects 4,742,076 shares of Common Stock owned of record by the Trust, 3,161,384 shares of Common Stock owned of record by MSD Portfolio L.P. – MSD Personal Income (“MSD Personal Income”), and 17,387,612 shares of Common Stock owned of record by Noble Environmental Investments, LLC (“Noble Investments”). Mr. Lisker is a manager of MSD Capital Management LLC (“MSD Capital Management”) and may be deemed to beneficially own securities owned by MSD Capital Management. MSD Capital Management is the general partner of MSD Capital, L.P. (“MSD Capital”) and may be deemed to beneficially own securities owned by MSD Capital. MSD Capital is the general partner of MSD Portfolio L.P. - Investments (“MSD Portfolio”) and MSD Personal Income and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Personal Income. 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. Accordingly, Mr. Lisker may be deemed to beneficially own 25,291,072 shares of the Company’s Common Stock collectively owned of record by the Trust, MSD Personal Income and Noble Investments.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Not applicable.

Item 9

Notice of Dissolution of Group:

Not applicable.

Item 10

Certification:

Not applicable.

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.

Date: February 13, 2024


Susan Lieberman Dell Separate Property Trust

By:		Hexagon Trust Company
Its:		Trustee

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		President

Susan Lieberman Dell

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		Attorney-in-Fact

Hexagon Trust Company

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker
Title:		President

Marc R. Lisker

By:		/s/ Marc R. Lisker
Name:		Marc R. Lisker

EXHIBIT INDEX


Exhibit		Description of Exhibit

24.1		Power of Attorney (incorporated herein by reference to Exhibit 24 to the Form 3 filed December 26, 2018 by Susan Lieberman Dell Separate Property Trust and Susan Lieberman Dell)

99.1		Joint Filing Agreement dated February 13, 2024

NAMES OF REPORTING PERSONS

Susan Lieberman Dell Separate Property Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas