| Item 1. | |
| (a) | Name of issuer:
LINDBLAD EXPEDITIONS HOLDINGS, INC. |
| (b) | Address of issuer's principal executive offices:
The issuer's principal executive office is located at 11 W 42nd Street, Suite 22 B3, New York, New York, 10036. |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 4 to Schedule 13G ("Amendment No. 4") is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD SIF Partners II, LLC ("MSD SIF Partners") and Gregg R. Lemkau (collectively, the "Reporting Persons"). MSD SIF Partners was the direct owner of the securities covered by this statement.
MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by, MSD SIF Partners. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially 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.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2026, a copy of which is filed with this Amendment No. 4 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of MSD Partners, MSD SIF Partners and Mr. Lemkau is 550 Madison Avenue, 20th Floor, New York, New York 10022. |
| (c) | Citizenship:
MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD SIF Partners is organized as a limited liability company under the laws of the State of Delaware. Mr. Lemkau is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, Par Value $0.0001 per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
MSD Partners - 1,635,281
MSD SIF Partners - 0
MSD GP - 1,165,281
Gregg R. Lemkau - 3,270,566
This Amendment No. 4 constitutes an "exit filing" for the Reporting Persons. |
| (b) | Percent of class:
The percentages provided herein are calculated based on 65,571,318 shares of the issuer's common stock outstanding as of April 27, 2026, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026.
MSD Partners - 2.49%
MSD SIF Partners - 0.0%
MSD GP - 2.49%
Gregg R. Lemkau - 4.99% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
MSD Partners - 0
MSD SIF Partners - 0
MSD GP - 0
Gregg R. Lemkau - 0
|
| | (ii) Shared power to vote or to direct the vote:
MSD Partners - 1,635,281
MSD SIF Partners - 0
MSD GP - 1,165,281
Gregg R. Lemkau - 3,270,566
|
| | (iii) Sole power to dispose or to direct the disposition of:
MSD Partners - 0
MSD SIF Partners - 0
MSD GP - 0
Gregg R. Lemkau - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
MSD Partners - 1,635,281
MSD SIF Partners - 0
MSD GP - 1,165,281
Gregg R. Lemkau - 3,270,566
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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