MSD Partners, L.P. - Mar 18, 2022 Form 3 Insider Report for Independence Contract Drilling, Inc. (ICD)

Role: Director, 10%+ Owner
Signature: MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager
Stock symbol: ICD
Transactions as of: Mar 18, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/28/2022, 05:10 PM
Previous filing: Jan 21, 2022
Next filing: Dec 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ICD	Common Stock						2.03M	Mar 18, 2022	See footnotes	F1, F2, F3

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	ICD	Convertible Secured PIK Toggle Notes due 2026							Mar 18, 2022	Common Stock	15.6M		See footnotes	F1, F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	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]
F2	[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.
F3	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.
F4	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]
F5	[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.