| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc. [ ICD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | $4.51(4)(5)(6) | 06/04/2024 | J | $1,832,504.31(4)(5)(6) | 03/18/2022 | 03/18/2026 | Common Stock | 406,320(4)(5)(6) | $4.51(4)(5)(6) | $92,947,164.62(7) | I | See footnotes(1)(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP. Messr. Lemkau disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Christopher Gleysteen, who is a Managing Director of MSD Partners, was appointed to the Issuer's board of directors. |
| 3. Each Reporting Person and Messr. Lemkau 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 Reporting Persons' pro rata share of the Issuer's mandatory redemption offer of $3.5 million of the Issuer's Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the "Notes") pursuant to the terms of the Indenture, dated as of March 18, 2022 among the Issuer, Sidewinder Drilling LLC and U.S. Bank Trust Company, National Association, as amended by the First Supplemental Indenture, dated as of July 21, 2022, the Second Supplemental Indenture, dated as of February 24, 2023, and the Third Supplemental Indenture, dated as of February 27, 2024 (collectively, the "Indenture"). The Notes held by the Reporting Persons are convertible into shares of the Issuer's common stock at an effective conversion price of $4.51 per share, as approved by the shareholders of the Issuer at the 2022 Annual Meeting of Stockholders held on June 8, 2022; [Cont'd] |
| 5. [Continuation] 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 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, [Con't] |
| 6. [Continuation] 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. Pursuant to the Indenture, the Notes had an initial payment-in-kind, or "PIK," interest rate of SOFR plus 14.0% through September 30, 2022. The PIK interest rate decreased to SOFR plus 9.5% as of September 30, 2022. The Notes also have a cash interest rate of SOFR plus 12.5%. |
| 7. Includes PIK interest received by the Reporting Persons on September 30, 2022, March 31, 2023, September 30, 2023, and March 31, 2024. |
| MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Robert K. Simonds Name: Robert K. Simonds Title: Authorized Signatory | 06/05/2024 | |
| MSD CREDIT OPPORTUNITY MASTER FUND, L.P. By: MSD Partners, L.P. Its: Investment Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Robert K. Simonds Name: Robert K. Simonds Title: Authorized Signatory | 06/05/2024 | |
| MSD PCOF Partners LXXIII, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Robert K. Simonds Name: Robert K. Simonds Title: Authorized Signatory | 06/05/2024 | |
| MSD PRIVATE CREDIT OPPORTUNITY (NON-ECI) FUND, LLC By: MSD Partners, L.P. Its: Investment Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Robert K. Simonds Name: Robert K. Simonds Title: Authorized Signatory | 06/05/2024 | |
| ** 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 Number. | ||