0001213900-23-024623.txt : 20230330 0001213900-23-024623.hdr.sgml : 20230330 20230330160511 ACCESSION NUMBER: 0001213900-23-024623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230329 FILED AS OF DATE: 20230330 DATE AS OF CHANGE: 20230330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHELAN JOHN CENTRAL INDEX KEY: 0001119294 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40290 FILM NUMBER: 23780622 MAIL ADDRESS: STREET 1: C/O MSD CAPITAL STREET 2: 780 THIRD AVE 43RD FL CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD SPONSOR HOLDINGS, LLC CENTRAL INDEX KEY: 0001846753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40290 FILM NUMBER: 23780624 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-7822 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEMKAU GREGG CENTRAL INDEX KEY: 0001846894 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40290 FILM NUMBER: 23780623 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MSD ACQUISITION CORP. / NEW CENTRAL INDEX KEY: 0001846996 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE VANDERBILT AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-303-7822 MAIL ADDRESS: STREET 1: ONE VANDERBILT AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 ownership.xml X0407 4 2023-03-29 1 0001846996 MSD ACQUISITION CORP. / NEW MSDA 0001846753 MSD SPONSOR HOLDINGS, LLC C/O MSD ACQUISITION CORP. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001846894 LEMKAU GREGG C/O MSD ACQUISITION CORP. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 1 1 1 0 Chief Executive Officer 0001119294 PHELAN JOHN C/O MSD ACQUISITION CORP. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 1 0 1 0 0 Class B ordinary shares 2023-03-29 4 J 0 14224999 A Class A ordinary shares 14224999 1 D On March 17, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by MSD Sponsor Holdings, LLC (the "Sponsor") were surrendered for no compensation on March 29, 2023. This Form 4 is being filed by the Sponsor. The Class B ordinary shares are held in the name of the Sponsor. The Sponsor is managed by a board of managers comprised of Gregg Lemkau, John Phelan and Robert Platek, who control the Sponsor. Accordingly, Messrs. Lemkau, Phelan and Platek have voting and investment discretion with respect to the securities held by the Sponsor, and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Lemkau, Phelan and Platek disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. MSD Sponsor Holdings, LLC, By: /s/ Marcello Liguori, Vice President 2023-03-30 /s/ Marcello Liguori as attorney in fact for Gregg Lemkau 2023-03-30 /s/ Marcello Liguori as attorney in fact for John Phelan 2023-03-30