SC 13G/A

NAMES OF REPORTING PERSONS

MSD Capital, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 20,548,996
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 20,548,996

(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 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 17,387,612
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 17,387,612

(1)


CUSIP NO. None				Page 3 of 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 17,387,612
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 17,387,612

(1)


CUSIP NO. None				Page 4 of 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,161,384
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,161,384

(1)


CUSIP NO. None				Page 5 of 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 20,548,996
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 20,548,996

(1)


CUSIP NO. None				Page 6 of 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 20,548,996
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 20,548,996

(1)


CUSIP NO. None				Page 7 of 7 Pages


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 25,291,072
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 25,291,072

(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 MSD Capital, L.P. (“MSD Capital”), Noble Environmental Investments, LLC (“Noble Investments”), MSD Portfolio L.P. - Investments (“MSD Portfolio”), MSD Portfolio L.P. – MSD Personal Income (“MSD Personal Income”), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker (collectively, the “Reporting Persons”). Each of Noble Investments and MSD Personal Income is the direct owner of the securities covered by this statement.

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 is the general partner of MSD Portfolio and MSD Personal Income and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Personal Income. 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. Each of Gregg R. 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.

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.

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(b)

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

The address of the principal business office of each of MSD Capital, Noble Investments, MSD Portfolio, MSD Personal Income, Mr. Lemkau and Mr. Lisker is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.

Item 2(c)

Citizenship:

MSD Capital, MSD Portfolio and MSD Personal Income are each organized as a limited partnership under the laws of the State of Delaware.

Noble Investments is organized as a limited liability company under the laws of the State of Delaware.

Each of Mr. Dell, Mr. Lemkau 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:

MSD Capital, L.P.

(a)

Amount beneficially owned: 20,548,996

(b)

Percent of class: 52.8%

(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: 20,548,996

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 20,548,996

Noble Environmental Investments, LLC

(a)

Amount beneficially owned: 17,387,612

(b)

Percent of class: 44.7%

(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: 17,387,612

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 17,387,612

MSD Portfolio L.P. - Investments

(a)

Amount beneficially owned: 17,387,612

(b)

Percent of class: 44.7%

(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: 17,387,612

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 17,387,612

MSD Portfolio L.P. – MSD Personal Income

(a)

Amount beneficially owned: 3,161,384

(b)

Percent of class: 8.1%

(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: 3,161,384

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 3,161,384

Michael S. Dell

(a)

Amount beneficially owned: 20,548,996

(b)

Percent of class: 52.8%

(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: 20,548,996

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 20,548,996

Gregg R. Lemkau

(a)

Amount beneficially owned: 20,548,996

(b)

Percent of class: 52.8%

(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: 20,548,996

(iii)

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

(iv)

Shared power to dispose or direct the disposition of: 20,548,996

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 3,161,384 shares of Common Stock owned of record by MSD Personal Income, 17,387,612 shares of Common Stock owned of record by Noble Investments and 4,742,076 shares of Common Stock owned of record by the Susan Lieberman Dell Separate Property Trust (the “Trust”). Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, Hexagon Trust Company (the “Trustee”). The Trustee is the trustee of, and may be deemed to beneficially own securities beneficially owned by, the Trust. 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

MSD Capital, L.P.		MSD Portfolio L.P. – MSD Personal Income

By:	MSD Capital Management LLC	By:	MSD Capital, L.P.
Its:	General Partner	Its:	General Partner

		By:	MSD Capital Management LLC
By:	/s/ Marc R. Lisker	Its:	General Partner
Name:	Marc R. Lisker
Title:	Manager	By:	/s/ Marc R. Lisker
		Name:	Marc R. Lisker
Noble Environmental Investments, LLC		Title:	Manager

By:	/s/ Marc R. Lisker	Michael S. Dell
Name: Title:	Marc R. Lisker Authorized Signatory	By:	/s/ Marc R. Lisker
MSD Portfolio L.P. - Investments		Name: Title:	Marc R. Lisker Attorney-in-Fact
By:	MSD Capital, L.P.	Gregg R. Lemkau
Its:	General Partner
		By:	/s/ Gregg R. Lemkau
By:	MSD Capital Management LLC	Name:	Gregg R. Lemkau
Its:	General Partner
		Marc R. Lisker
By:	/s/ Marc R. Lisker
Name:	Marc R. Lisker	By:	/s/ Marc R. Lisker
Title:	Manager	Name:	Marc R. Lisker

EXHIBIT INDEX