MSD Acquisition Corp.
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(Name of Issuer)
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Class A ordinary shares, par value $0.0001 per share
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(Title of Class of Securities)
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G5709C109
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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MSD Sponsor Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐ | |||
(b) ☒ | |||
3
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SEC USE ONLY
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4
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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
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5
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SOLE VOTING POWER
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23,558,3331 |
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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23,558,3331 |
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,558,3331
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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29.1%2
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12
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TYPE OF REPORTING PERSON*
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OO
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Item 1(a)
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Name of Issuer:
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MSD Acquisition Corp.
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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645 Fifth Avenue, 21st Floor
New York, New York 10022
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Item 2(a)
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Name of Person Filing:
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This statement is filed by MSD Sponsor Holdings, LLC, which is referred to herein as the “Reporting Person.”
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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c/o MSD Sponsor Holdings, LLC
645 Fifth Avenue, 21st Floor
New York, New York 10022
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Item 2(c) | Citizenship: |
See responses to Item 4 on each cover page.
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Item 2(d)
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Title of Class of Securities:
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Class A ordinary shares, par value $0.0001 per share.
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Item 2(e)
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CUSIP No.:
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G5709C109
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Not applicable.
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Item 4
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Ownership:
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(a)
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Amount beneficially owned: See responses to Item 9 on each cover page.
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(b)
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Percent of class: See responses to Item 11 on each cover page.
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(c)
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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: See responses to Item 5 on each cover page.
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(ii)
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Shared power to vote or direct the vote: See responses to Item 6 on each cover page.
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(iii)
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Sole power to dispose or direct the disposition: See responses to Item 7 on each cover page.
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(iv)
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Shared power to dispose or direct the disposition: See responses to Item 8 on each cover page.
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The Reporting Person is the record holder of the Class B Shares and the Private Placement Warrants. The Sponsor is managed by a board of managers comprised of Gregg Lemkau, John Phelan and Robert Platek, who control the Sponsor. Each of Messrs. Lemkau, Phelan and Platek disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement. |
Item 5
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Ownership of Five Percent or Less of a Class:
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Not applicable. |
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable. | |
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MSD Sponsor Holdings, LLC |
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By: | /s/ Marcello Liguori |
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Name: | Marcello Liguori |
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Title: |
Vice President |
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