MSD SPONSOR HOLDINGS, LLC - 24 Mar 2021 Form 3/A - Amendment Insider Report for MSD ACQUISITION CORP. / NEW

Role: 10%+ Owner
Signature: /s/ Marcello Liguori, Vice President
Issuer symbol: N/A
Transactions as of: 24 Mar 2021
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 16 Feb 2022, 15:41:43 UTC
Date Of Original Report: 24 Mar 2021
Next filing: 16 Feb 2022
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MSDA	Class B ordinary shares							24 Mar 2021	Class A ordinary shares	14,225,000		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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