| Item 1. | |
| (a) | Name of issuer:
MSD Investment Corp. |
| (b) | Address of issuer's principal executive offices:
The issuer's principal executive office is located at 550 Madison Avenue, 20th Floor, New York, New York, 10022. |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 3 to Schedule 13G ("Amendment No. 3") is being jointly filed by and on behalf of each of Susan Lieberman Dell Separate Property Trust (the "Trust"), Susan Lieberman Dell, Hexagon Trust Company (the "Trustee") and Marc R. Lisker (collectively, the "Reporting Persons").
The Trust is the direct owner of the securities covered in this Amendment No. 3. Mrs. Dell is the beneficiary of, and may be deemed to beneficially own securities beneficially owned by, the Trust. The Trustee is the trustee of, and may be deemed to beneficially own securities beneficially owned by, the Trust. Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, the Trustee. Each of the Trustee and Mr. Lisker disclaims any pecuniary interest in the assets of, or any securities beneficially owned by, the Trust.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2026, a copy of which is filed with this Amendment No. 3 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. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Trust and the Trustee is 60 Penhallow Street, Suite 400, Portsmouth, New Hampshire 03801.
The address of the principal business office of each of Mrs. Dell and Mr. Lisker is 550 Madison Avenue, 20th Floor, New York, New York, 10022. |
| (c) | Citizenship:
The Trust is organized under the laws of the State of Texas. The Trustee is incorporated under the laws of the State of New Hampshire. Each of Mrs. Dell and Mr. Lisker is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, Par Value $0.001 per share |
| (e) | CUSIP No.:
|
| 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:
Trust - 7,964,498.47
Susan Lieberman Dell - 7,964,498.47
Trustee - 7,964,498.47
Marc R. Lisker - 7,964,498.47 |
| (b) | Percent of class:
The percentages provided herein are calculated based on 138,831,332 shares of the issuer's common stock outstanding as of May 13, 2026, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
Trust - 5.7%
Susan Lieberman Dell - 5.7%
Trustee - 5.7%
Marc R. Lisker - 5.7% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Trust - 0
Susan Lieberman Dell - 0
Trustee - 0
Marc R. Lisker - 0
|
| | (ii) Shared power to vote or to direct the vote:
Trust - 7,964,498.47
Susan Lieberman Dell - 7,964,498.47
Trustee - 7,964,498.47
Marc R. Lisker - 7,964,498.47
|
| | (iii) Sole power to dispose or to direct the disposition of:
Trust - 0
Susan Lieberman Dell - 0
Trustee - 0
Marc R. Lisker - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Trust - 7,964,498.47
Susan Lieberman Dell - 7,964,498.47
Trustee - 7,964,498.47
Marc R. Lisker - 7,964,498.47
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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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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Rule 13d-1(d)