Statement of Changes in Beneficial Ownership (4)
December 22 2022 - 4:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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MSD CAPITAL L P |
2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc.
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ICD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE VANDERBILT AVENUE, 26TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2022 |
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/20/2022 | | S | | 2912 | D | $3.01 | 57177 | I | See footnotes (1)(2) |
| Common Stock | 12/21/2022 | | S | | 1813 | D | $3.02 | 55364 | I | See footnotes (1)(2) |
| Common Stock | 12/21/2022 | | S | | 55364 | D | $2.96 | 0 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Energy Investments, L.P. ("MSD Energy Investments") and Michael S. Dell. MSD Energy Investments is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Capital is the general partner of MSD Energy Investments and may be deemed to beneficially own securities owned by MSD Energy Investments. 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. [Cont'd] |
| (2) | [Continuation] Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management. Each of Messrs. Dell, Lemkau, and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MSD CAPITAL L P
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 |
| X |
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MSD Energy Investments, L.P.
ONE VANDERBILT AVENUE, 26TH FLOOR
NEW YORK, NY 10017 |
| X |
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DELL MICHAEL S
ONE DELL WAY
ROUND ROCK, TX 78682 |
| X |
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Signatures
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| MSD Capital, L.P., By: MSD Capital Management LLC, Its: General Partner, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Manager | | 12/22/2022 |
| **Signature of Reporting Person | Date |
| MSD Energy Investments, L.P., By: MSD Capital, L.P., Its: General Partner, By: MSD Capital Management LLC, Its: General Partner, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Manager | | 12/22/2022 |
| **Signature of Reporting Person | Date |
| Michael S. Dell, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Attorney-in-Fact | | 12/22/2022 |
| **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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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