Msd Sponsor Holdings, Llc - Mar 29, 2023 Form 4 Insider Report for MSD ACQUISITION CORP. / NEW (MSDA)

Role: 10%+ Owner
Signature: MSD Sponsor Holdings, LLC, By: /s/ Marcello Liguori, Vice President
Stock symbol: MSDA
Transactions as of: Mar 29, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/30/2023, 04:05 PM
Previous filing: Feb 16, 2022

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
transaction	MSDA	Class B ordinary shares	Other		+14.2M			1	Mar 29, 2023	Class A ordinary shares	14.2M		Direct	F1, F2

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

Msd Sponsor Holdings, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On March 17, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by MSD Sponsor Holdings, LLC (the "Sponsor") were surrendered for no compensation on March 29, 2023.
F2	This Form 4 is being filed by the Sponsor. The Class B ordinary shares are held in the name of 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.

Content

On March 17, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by MSD Sponsor Holdings, LLC (the "Sponsor") were surrendered for no compensation on March 29, 2023.

This Form 4 is being filed by the Sponsor. The Class B ordinary shares are held in the name of 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.

Remarks:

After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations.