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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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INDEPENDENCE CONTRACT DRILLING, INC.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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453415309
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(CUSIP Number)
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Alan L. Dye
C. Alex Bahn
Hogan Lovells US LLP
555 13th Street, NW
Washington, DC 20004
202-637-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
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July 1, 2021
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
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*
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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 disclosures provided in a prior cover page.
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The information required on 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).
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CUSIPNO. 453415309
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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367,074
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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367,074
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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* See Item 5.
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CUSIP NO.
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453415309
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SCHEDULE 13D
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1
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NAMES OF REPORTING P
ERSONS
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MSD Credit Opportunity Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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367,074
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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367,074
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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367,074
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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* See Item 5.
Explanatory Note
This Amendment No. 4 (this "Amendment") reflects changes to the information in the Schedule 13D relating to the Common Stock, par value $0.01 per share (the “Shares”) of Independence Contract
Drilling, Inc., a Delaware corporation (the Issuer") filed October 3, 2018, as amended by Amendment No. 1 filed December 14, 2020, Amendment No. 2 filed January 4, 2021 and Amendment No. 3 filed June 9, 2021, by MSD Partners, L.P. ("MSD Partners"),
a Delaware limited partnership, and MSD Credit Opportunity Master Fund, L.P. ("Master Fund"), a Cayman Islands limited partnership (as amended, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this
Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged.
Item 2. Identity and Background.
Item 2(c) of the Schedule 13D is hereby supplemented as follows:
The Reporting Persons have entered into a Joint Filing Agreement, dated July 6, 2021, a copy of which is filed with this Schedule 13D 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.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) and (b) are hereby amended and restated in their entirety as follows:
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A.
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MSD Partners, L.P.
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(a)
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As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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B.
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MSD Credit Opportunity Master Fund, L.P.
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(a)
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As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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C.
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MSD Partners (GP), LLC
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(a)
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As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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D.
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Brendan Rodgers
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(a)
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As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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E.
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Marc R. Lisker
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(a)
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As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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F.
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John C. Phelan
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(a)
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As of the date hereof, John C. Phelan beneficially owns, in aggregate, 367,074 Shares, representing 5.6%
of the Issuer's outstanding Shares.1
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 367,074
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 367,074
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____________
Item 5(c) is hereby amended and supplemented as follows:
Since June 9, 2021 (the filing date of Amendment No. 3 to Schedule 13D filed by the Reporting Persons), the Reporting Persons engaged in
the following sale transactions in Shares, each of which were effected in the open market:
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Date
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Shares Disposed
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Price per Share
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06/10/21
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7,014
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$4.41
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06/11/21
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20,211
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$4.62
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06/14/21
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10,610
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$4.97
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06/15/21
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3,608
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$4.71
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06/16/21
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4,204
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$4.78
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06/18/21
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2,500
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$4.40
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06/21/21
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9,216
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$4.44
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06/22/21
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4,042
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$4.43
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06/23/21
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993
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$4.63
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06/29/21
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2,102
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$4.55
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06/30/21
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1,111
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$4.47
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07/01/21
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11,084
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$4.54
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07/02/21
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4,042
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$4.55
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Item 7
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Material to be filed as Exhibits
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Exhibit
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Description of Exhibit
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Joint Filing Agreement dated July 6, 2021
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SIGNATURES
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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.
Dated: July 6, 2021
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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JOINT FILING AGREEMENT
July 6, 2021
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: July 6, 2021
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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