SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MSD Partners, L.P.

(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc. [ ICD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/19/2022 S 63,607 D $3.02 1,954,794 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MSD Partners, L.P.

(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSD Credit Opportunity Master Fund, L.P.

(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)
NEW YORK NY

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSD PCOF Partners LXXIII, LLC

(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC

(Last) (First) (Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD Credit Opportunity Master Fund, L.P. ("Master Fund"), MSD PCOF Partners LXXIII, LLC ("MSD PCOF Partners"), and MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC ("MSD Private Credit Opportunity Fund"). Master Fund, MSD PCOF Partners, and MSD Private Credit Opportunity Fund are the record and direct beneficial owners of the securities reported herein. MSD Partners is the investment manager of each of Master Fund, MSD PCOF Partners and MSD Private Credit Opportunity Fund and may be deemed to beneficially own securities owned by Master Fund, MSD PCOF Partners and MSD Private Credit Opportunity Fund. [Cont'd]
2. [Continuation] MSD Partners (GP), LLC ("MSD GP") is the general partner of MSD Partners and may be deemed to beneficially own securities owned by MSD Partners. Each of Gregg R. Lemkau, Marc R. Lisker and Brendan Rogers is a manager of MSD GP and may be deemed to beneficially own securities owned by MSD GP. Each of Messrs. Lemkau, Lisker and Rogers disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Christopher Gleysteen, who is a principal of MSD Partners, was appointed to the Issuer's board of directors.
Remarks:
MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 12/21/2022
MSD CREDIT OPPORTUNITY MASTER FUND, L.P. By: MSD Partners, L.P. Its: Manager By: MSDPartners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 12/21/2022
MSD PCOF Partners LXXIII, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 12/21/2022
MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC By: MSD Partners, L.P. Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 12/21/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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