0001062993-22-004610.txt : 20220216 0001062993-22-004610.hdr.sgml : 20220216 20220216164143 ACCESSION NUMBER: 0001062993-22-004610 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210324 FILED AS OF DATE: 20220216 DATE AS OF CHANGE: 20220216 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: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40290 FILM NUMBER: 22644174 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 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: 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 3/A 1 form3a.xml AMENDED INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES X0206 3/A 2021-03-24 2021-03-24 0 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 Class B ordinary shares Class A ordinary shares 14225000 D As described in the issuer's registration statement on Form S-1 (File No. 333-253316) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. This amendment to the Form 3 filed March 24, 2021 (the "Original Form 3") is being filed to correct the amount of Class B ordinary shares owned by the reporting person as of March 24, 2021, as the Original Form 3 inadvertently omitted 1,875,000 shares in the "Amount or Number of Shares" column. The Class B ordinary shares owned by the reporting person include up to 1,875,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. This Form 3 is being filed by MSD Sponsor Holdings, LLC, sponsor of the issuer (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 /s/ Marcello Liguori, Vice President 2022-02-16