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.
- Peter Lynch
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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. 3)*
MORGAN STANLEY DIRECT LENDING FUND
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
December 31, 2021
(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) | |
| x | 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 (the “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.: N/A | ||
| 1 | NAME OF REPORTING PERSON
Morgan Stanley | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨
(b) x |
| 3 | SEC USE ONLY | |
| ¨ | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,104,132.284 shares of common stock | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 7,104,132.284 shares of common stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,104,132.284 shares of common stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 12.50% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC | |
2
| CUSIP NO.: N/A | ||
| 1 | NAME OF REPORTING PERSON
MS Holdings Incorporated | |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨
(b) x | |
| 3 | SEC USE ONLY | |
| ¨ | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,104,132.284 shares of common stock | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 7,104,132.284 shares of common stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,104,132.284 shares of common stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 12.50% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |
3
| CUSIP NO.: N/A | ||
| 1 | NAME OF REPORTING PERSON
MS Credit Partners Holdings Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨
(b) x |
| 3 | SEC USE ONLY | |
| ¨ | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,104,132.284 shares of common stock | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 7,104,132.284 shares of common stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,104,132.284 shares of common stock | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 12.50% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |
4
Item 1(a). Name of Issuer:
Morgan Stanley Direct Lending Fund
Item 1(b). Address of Issuer’s Principal Executive Offices:
1585 Broadway, New York, New York 10036
Item 2(a). Name of Person Filing:
This statement is being filed jointly on behalf of (i) Morgan Stanley, a Delaware corporation (“MS Parent”), (ii) MS Holdings Incorporated, a Delaware corporation ( 1C;MS Holdings”) and (iii) MS Credit Partners Holdings Inc., a Delaware corporation (“MS Credit Partners” and, collectively, the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement, dated as of March 10, 2020, a copy of which is attached as Exhibit 99.1 to the Reporting Persons’ initial filing on Schedule 13G with respect to the issuer’s securities filed on March 10, 2020.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of MS Parent, MS Holdings, and MS Credit Partners is 1585 Broadway, New York, NY 10036.
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share
Item 2(e) CUSIP No:
Not Applicable
Item 3. If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
| (a) | Amount beneficially owned: |
7,104,132.284 shares of Common Stock
| (b) | Percent of class: |
12.50 %
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0
| (ii) | Shared power to vote or to direct the vote |
7,104,132.284 shares of common stock
| (iii) | Sole power to dispose or to direct the disposition of |
0
| (iv) | Shared power to dispose or to direct the disposition of |
7,104,132.284 shares of common stock
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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.
See Exhibit 99.2 to the Reporting Persons’ initial filing on Schedule 13G with respect to the issuer’s securities filed on March 10, 2020
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned, or that may be deemed to b e beneficially owned, by certain operating units (collectively, the “MS Reporting Units”) of Morgan Stanley and its subsidiaries and affiliates (collectively, “MS”). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.
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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.
| MORGAN STANLEY | ||
| Date: February 2, 2022 | By: | /s/ Stefanie Chang Yu |
| Name: | Stefanie Chang Yu | |
| Title: | Authorized Person | |
| MS HOLDINGS INCORPORATED | ||
| Date: February 2, 2022 | By: | /s/ Christopher H. Norris |
| Name: | Christopher H. Norris | |
| Title: | Director and President | |
| MS CREDIT PARTNERS HOLDINGS INC. | ||
| Date: February 2, 2022 | By: | /s/ Orit Mizrachi |
| Name: | Orit Mizrachi | |
| Title: | Executive Officer | |