Sec Form 13G Filing - MSD CAPITAL L P @

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>>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

MSD Investment Corp.

(Name of Issuer)

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

000000000

(CUSIP Number)

12/31/2024

(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)

SCHEDULE 13G

CUSIP No.

000000000

Names of Reporting Persons

MSD Capital, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,679,501.55
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,679,501.55

Aggregate Amount Beneficially Owned by Each Reporting Person

32,679,501.55

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

33.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

000000000

Names of Reporting Persons

Noble Environmental Investments, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,651,885.93
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,651,885.93

Aggregate Amount Beneficially Owned by Each Reporting Person

27,651,885.93

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

28.1 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

000000000

Names of Reporting Persons

MSD Portfolio L.P. - Investments

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 27,651,885.93
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,651,885.93

Aggregate Amount Beneficially Owned by Each Reporting Person

27,651,885.93

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

28.1 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

000000000

Names of Reporting Persons

MSD Portfolio L.P. - MSD Personal Income

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,027,615.62
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,027,615.62

Aggregate Amount Beneficially Owned by Each Reporting Person

5,027,615.62

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.1 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

000000000

Names of Reporting Persons

Michael S. Dell

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,679,501.55
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,679,501.55

Aggregate Amount Beneficially Owned by Each Reporting Person

32,679,501.55

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

33.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

MSD Investment Corp.

(b)

Address of issuer's principal executive offices:

One Vanderbilt Avenue, 26th Floor, New York, New York 10017

Item 2.

(a)

Name of person filing:

This Amendment No. 3 to Schedule 13G ("Amendment No. 3") 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") and Michael S. Dell (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. 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, 2025, a copy of which is filed with this Amendment No. 3 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.

(b)

Address or principal business office or, if none, residence:

The address of the principal business office of each of MSD Capital, Noble Investments, MSD Portfolio and MSD Personal Income 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.

(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. Mr. Dell is a United States citizen.

(d)

Title of class of securities:

Common Stock, Par Value $0.001 per share

(e)

CUSIP No.:

000000000

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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

MSD Capital - 32,679,501.55Noble Investments - 27,651,885.93MSD Portfolio - 27,651,885.93MSD Personal Income - 5,027,615.62MSD Capital Management - 32,679,501.55Michael S. Dell - 32,679,501.55

(b)

Percent of class:

The percentages provided herein are calculated based upon 98,381,778 shares of the issuer's common stock outstanding as of November 8, 2024, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.MSD Capital - 33.2%Noble Investments - 28.1%MSD Portfolio - 28.1%MSD Personal Income - 5.1%MSD Capital Management - 33.2%Michael S. Dell - 33.2% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

MSD Capital - 0Noble Investments - 0MSD Portfolio - 0MSD Personal Income - 0MSD Capital Management - 0Michael S. Dell - 0

(ii) Shared power to vote or to direct the vote:

MSD Capital - 32,679,501.55Noble Investments - 27,651,885.93MSD Portfolio - 27,651,885.93MSD Personal Income - 5,027,615.62MSD Capital Management - 32,679,501.55Michael S. Dell - 32,679,501.55

(iii) Sole power to dispose or to direct the disposition of:

MSD Capital - 0Noble Investments - 0MSD Portfolio - 0MSD Personal Income - 0MSD Capital Management - 0Michael S. Dell - 0

(iv) Shared power to dispose or to direct the disposition of:

MSD Capital - 32,679,501.55Noble Investments - 27,651,885.93MSD Portfolio - 27,651,885.93MSD Personal Income - 5,027,615.62MSD Capital Management - 32,679,501.55Michael S. Dell - 32,679,501.55

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 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.

Certifications:

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.

MSD Capital, L.P.

Signature:	/s/ Marc R. Lisker
Name/Title:	Marc R. Lisker/Manager of MSD Capital Management LLC, its General Partner
Date:	02/13/2025

Noble Environmental Investments, LLC

Signature:	/s/ Marc R. Lisker
Name/Title:	Marc R. Lisker/Authorized Signatory
Date:	02/13/2025

MSD Portfolio L.P. - Investments

Signature:	/s/ Marc R. Lisker
Name/Title:	Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner
Date:	02/13/2025

MSD Portfolio L.P. - MSD Personal Income

Signature:	/s/ Marc R. Lisker
Name/Title:	Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner
Date:	02/13/2025

Michael S. Dell

Signature:	/s/ Marc R. Lisker
Name/Title:	Marc R. Lisker/Attorney-in-Fact
Date:	02/13/2025

Exhibit Information

EXHIBIT INDEXExhibitDescription of Exhibit24.1Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to thecommon units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P.and Michael S. Dell)99.1Joint Filing Agreement dated February 13, 2025

primary_doc.xml

Sec Form 13G Filing - MSD CAPITAL L P filing for - 2025-02-13