Sec Form 3 Filing - MSD Partners, L.P. @ Independence Contract Drilling, Inc. - 2022-03-18

FORM 3 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 Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol Independence Contract Drilling, Inc. [ ICD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 03/18/2022 (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 2,028,643 I See footnotes( 1 )( 2 )( 3 )

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 Convertible Secured PIK Toggle Notes due 2026 ( 4 )( 5 ) 03/18/2022 03/18/2026 Common Stock 15,563,609.56( 4 )( 5 ) I See footnotes( 1 )( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MSD Partners, L.P. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X X MSD Credit Opportunity Master Fund, L.P. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X X MSD PCOF Partners LXXIII, LLC ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X X MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X X Signatures MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/28/2022 Signature of Reporting Person Date MSD CREDIT OPPORTUNITY MASTER FUND, L.P. By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/28/2022 Signature of Reporting Person Date MSD PCOF Partners LXXIII, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/28/2022 Signature of Reporting Person Date MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 03/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD Credit Opportunity Master Fund, L.P. ("Master Fund"), MSD PCOF Partners LXXIII, LLC ("MSD PCOF Partners"), and MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC ("MSD Private Credit Opportunity Fund"). Master Fund, MSD PCOF Partners and MSD Private Credit Opportunity Fund are the record and direct beneficial owners of the securities reported herein. MSD Partners is the investment manager of each of Master Fund, MSD PCOF Partners and MSD Private Credit Opportunity Fund and may be deemed to beneficially own securities owned by Master Fund, MSD PCOF Partners and MSD Private Credit Opportunity Fund. [Cont'd] ( 2 )[Continuation] MSD Partners (GP), LLC ("MSD GP") is the general partner of MSD Partners and may be deemed to beneficially own securities owned by MSD Partners. Each of John C. Phelan, Marc R. Lisker and Brendan Rogers is a manager of MSD GP and may be deemed to beneficially own securities owned by MSD GP. Each of Messrs. Phelan, Lisker and Rogers disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Christopher Gleysteen, who is a principal of MSD Partners, was appointed to the Issuer's board of directors. ( 3 )Each reporting person and each of Messrs. Phelan, Lisker, and Rogers 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 Securities Exchange Act of 1934 or any other purpose, a member of a group with respect to the issuer or securities of the issuer. ( 4 )Represents the $78,907,500 principal amount of the Issuer's Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the "Notes") held by the Reporting Persons. The Notes are currently convertible into shares of the Issuer's common stock at the option of the Reporting Persons at a conversion price of $5.07 per share, which conversion price will be lowered to $4.51 per share if approved by the Issuer's shareholders; provided that the Reporting Persons are not entitled to receive shares of common stock upon conversion of any Notes to the extent to which the aggregate number of shares of common stock that may be acquired by the Reporting Persons upon conversion of Notes, when added to the aggregate number of shares of common stock deemed beneficially owned, directly or indirectly, by the Reporting Persons and each person subject to aggregation of the shares of common stock [Cont'd] ( 5 )[Continuation] with the Reporting Persons under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time, as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed 19.9% (the "Restricted Ownership Percentage") of the total issued and outstanding shares of the Issuer's common stock. In lieu of any shares of common stock not delivered upon conversion by operation of the Restricted Ownership Percentage limitation, the Issuer will deliver Pre-Funded Warrants in respect of any equal number of shares of Common Stock. Such Pre-Funded Warrants will contain substantially similar Restricted Ownership Percentage terms. Any Pre-Funded Warrants issued in lieu of shares of common stock in connection with a conversion of Notes prior to the Issuer's shareholder approval would also not be exercisable in accordance with the terms of the Pre-Funded Warrants.

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).

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