Adam S. Metz - Dec 13, 2021 Form 4 Insider Report for Morgan Stanley Direct Lending Fund (NONE)

Role: Director
Signature: /s/ Orit Mizrachi, by power of attorney
Stock symbol: NONE
Transactions as of: Dec 13, 2021
Transactions value $: $62,421
Form type: 4
Date filed: 1/3/2022, 03:18 PM
Previous filing: Nov 16, 2021
Next filing: Dec 20, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Common Stock, par value $0.001 per share	Other	$0	+0.35	+0%	$0.00	32.4K	Dec 13, 2021	See Footnote	F1, F2
transaction	NONE	Common Stock, par value $0.001 per share	Purchase	$62.4K	+2.98K	+9.18%	$20.98	35.4K	Dec 29, 2021	See Footnote	F2

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

Explanation of Responses:

Id	Content
F1	Due to the failure of certain investors ("Defaulting Investors") to pay the portions of their respective capital commitment payable, as required under subscription agreements between such investors and Morgan Stanley Direct Lending Fund (the "Company"), 50% of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), held by such Defaulting Investors were forfeited and transferred on the books of the Company to other subscribers pro rata in accordance with the respective interests of such other subscribers. As a result, additional shares of Common Stock were reallocated for no additional consideration.
F2	Mr. Metz is the settlor and trustee of the Adam Metz 2006 Trust, which owns the reported securities. Mr. Metz disclaims beneficial ownership of shares of common stock held by the Adam Metz 2006 Trust, except to the extent of his pecuniary interest therein.

Content

Due to the failure of certain investors ("Defaulting Investors") to pay the portions of their respective capital commitment payable, as required under subscription agreements between such investors and Morgan Stanley Direct Lending Fund (the "Company"), 50% of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), held by such Defaulting Investors were forfeited and transferred on the books of the Company to other subscribers pro rata in accordance with the respective interests of such other subscribers. As a result, additional shares of Common Stock were reallocated for no additional consideration.

Mr. Metz is the settlor and trustee of the Adam Metz 2006 Trust, which owns the reported securities. Mr. Metz disclaims beneficial ownership of shares of common stock held by the Adam Metz 2006 Trust, except to the extent of his pecuniary interest therein.