Sec Form 4 Filing - MSD CAPITAL L P @ MSD Investment Corp. - 2022-06-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MSD CAPITAL L P 2. Issuer Name and Ticker or Trading Symbol MSD Investment Corp. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE VANDERBILT AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2022 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/23/2022 P 1,725,220( 1 ) A $ 23.91 10,171,882( 2 ) I See Footnotes( 3 )( 4 )( 6 ) Common Stock 06/23/2022 P 313,676( 1 ) A $ 23.91 1,849,433( 2 ) I See Footnotes( 5 )( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MSD CAPITAL L P ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X MSD PORTFOLIO L P INVESTMENT ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X DELL MICHAEL S ONE DELL WAY ROUND ROCK, TX78682 X Noble Environmental Investments, LLC ONE DELL WAY ROUND ROCK, TX78682 X Signatures MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 07/07/2022 Signature of Reporting Person Date Noble Environmental Investments, LLC By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Authorized Signatory 07/07/2022 Signature of Reporting Person Date MSD Portfolio L.P. By: MSD Capital, L.P. Its: Manager By: By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 07/07/2022 Signature of Reporting Person Date Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 07/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a purchase of securities from the issuer in the form of a capital call. Under the terms of subscription agreements between the reporting persons and the issuer, the reporting persons are required to fund drawdowns to purchase shares of the issuer's common stock up to the amount of their respective capital commitments on an as-needed basis with a minimum ten business days' prior notice to the reporting persons. ( 2 )Includes shares acquired pursuant to the reinvestment of dividends under the issuer's dividend reinvestment plan. ( 3 )Noble Environmental Investments, LLC ("Noble Investments") is the record holder of these shares of the issuer's common stock . MSD Portfolio, L.P. - Investments ("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, L.P. ("MSD Capital") is the general partner of MSD Portfolio and may be deemed to beneficially own securities owned by MSD Portfolio. 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.] ( 4 )[Cont.] Each of Gregg Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. 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, respectively. ( 5 )MSD Portfolio is the record holder of these shares of the issuer's common stock. MSD Capital is the general partner of MSD Portfolio and may be deemed to beneficially own securities owned by MSD Portfolio. MSD Capital Management and each of Messrs. Dell, Lemkau and Lisker may be deemed to beneficially own securities owned by MSD Portfolio. ( 6 )Each of Noble Investments, MSD Portfolio, MSD Capital and MSD Capital Management and each of Messrs. Lemkau, Lisker and Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

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).

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