ICD

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  MSD Partners, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  2,960,406 ¹

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  2,960,406¹

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,960,406 ¹

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9% ²

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

Includes (1) 1,701,000 shares of common stock beneficially owned, and (2) 1,259,406 shares of common stock underlying the Issuer’s Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”), assuming application of a 19.9% Restricted Ownership Percentage (as defined in this Schedule 13D/A). The Notes are currently convertible into shares of common stock at the option of the Reporting Persons at a conversion price of $4.51 per share.

The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 13,617,005 shares of the Issuer’s common stock outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 1, 2022, and (ii) 1,259,406 shares of common stock issuable upon conversion of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares that could be received by the Reporting Persons upon conversion of the Notes.

  NAMES OF REPORTING PERSONS

  MSD Credit Opportunity Master Fund, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  1,628,523³

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  1,628,523³

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,628,523 ³

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  10.9% ²

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

Includes (1) 369,117 shares of common stock beneficially owned and (2) 1,259,406 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.

  NAMES OF REPORTING PERSONS

  MSD PCOF Partners LXXIII, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  2,261,635⁴

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  2,261,635⁴

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,261,635 ⁴

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  15.2% ²

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

Includes (1) 1,002,229 shares of common stock beneficially owned and (2) 1,259,406 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.

  NAMES OF REPORTING PERSONS

  MSD Private Credit Opportunity (NON-ECI) Fund, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  1,589,060⁵

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  1,589,060⁵

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,589,060 ⁵

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  10.7% ²

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

Includes (1) 329,654 shares of common stock beneficially owned and (2) 1,259,406 shares of common stock underlying the Notes assuming application of the 19.9% Restricted Ownership Percentage.

  NAMES OF REPORTING PERSONS

  MSD Capital, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  -0-

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.0% ²

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

  NAMES OF REPORTING PERSONS

  MSD Energy Investments, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  -0-

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.0% ²

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

  NAMES OF REPORTING PERSONS

  Michael S. Dell

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  -0-

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.0% ²

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5.

MSD Partners, L.P.

As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 2,960,406 Shares, representing 19.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,960,406

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,960,406

MSD Credit Opportunity Master Fund, L.P.

As of the date hereof, MSD Credit Opportunity Master Fund, L.P. beneficially owns, in aggregate, 1,628,523 Shares, representing 10.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 1,628,523

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 1,628,523

MSD PCOF Partners LXXIII, LLC

As of the date hereof, MSD PCOF Partners LXXIII, LLC, beneficially owns, in aggregate, 2,261,635 Shares, representing 15.2% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,261,635

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,261,635

MSD Private Credit Opportunity (NON-ECI) Fund, LLC

As of the date hereof, MSD Private Credit Opportunity (NON-ECI) Fund, LLC beneficially owns, in aggregate, 1,589,060 Shares, representing 10.7% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 1,589,060

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 1,589,060

MSD Partners (GP), LLC

As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 2,960,406 Shares, representing 19.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,960,406

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,960,406

Brendan Rogers

As of the date hereof, Brendan Rogers beneficially owns, in aggregate, 2,960,406 Shares, representing 19.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,960,406

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,960,406

MSD Capital, L.P.

As of the date hereof, MSD Capital, L.P. beneficially owns, in aggregate, 0 Shares, representing 0.0% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: -0-

MSD Energy Investments, L.P.

As of the date hereof, MSD Energy Investments, L.P. beneficially owns, in aggregate, 0 Shares, representing 0.0% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: -0-

Michael S. Dell

As of the date hereof, Michael S. Dell beneficially owns, in aggregate, 0 Shares, representing 0.0% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: -0-

MSD Capital Management, LLC

As of the date hereof, MSD Capital Management, LLC beneficially owns, in aggregate, 0 Shares, representing 0.0% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: -0-

Marc R. Lisker

As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 2,960,406 Shares, representing 19.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,960,406

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,960,406

Gregg R. Lemkau

As of the date hereof, Gregg R. Lemkau beneficially owns, in aggregate, 2,960,406 Shares, representing 19.9% of the Issuer’s outstanding Shares.⁶

Number of shares as to which such person has:

Sole power to vote or direct the vote: -0-

Shared power to vote or direct the vote: 2,960,406

Sole power to dispose or direct the disposition: -0-

Shared power to dispose or direct the disposition: 2,960,406

Includes shares of the Issuer’s common stock underlying the Notes held by the Reporting Persons, as specified on the cover pages of this Schedule 13D/A, after application of the Restricted Ownership Percentage. The percentage used herein and in the rest of this Schedule 13D is calculated based upon (i) 13,617,005 shares of the Issuer’s common stock outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 1, 2022, and (ii) 1,259,406 shares of common stock issuable upon conversion of the Notes, which, due to the Restricted Ownership Percentage, is the maximum number of shares that could be received by the Reporting Persons upon conversion of the Notes.

Date

Reporting Person

Number of Shares

Price per Share

Material to be filed as Exhibits

Exhibit

Description of Exhibit

Joint Filing Agreement dated December 22, 2022

Subscription Agreement, dated as of March  18, 2022, by and among Independence Contract Drilling, Inc., MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master Fund, L.P. and Glendon Opportunities Fund II, L.P. (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

Indenture, dated as of March  18, 2022, by and among Independence Contract Drilling, Inc., U.S. Bank Trust Company, National Association, as trustee and collateral agent, and Sidewinder Drilling LLC, as guarantor (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

Investor ’s Rights Agreement, dated as of March  18, 2022, by and among Independence Contract Drilling, Inc. and MSD Partners, L.P. (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March  21, 2022).

Voting and Support Agreement, dated as of March  18, 2022, by and among Independence Contract Drilling, Inc., MSD Partners, L.P., MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master Fund, L.P., Glendon Capital Management L.P., Glendon Opportunities Fund II, L.P., William Monroe and the directors and officers of Independence Contract Drilling, Inc. named therein (incorporated herein by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).

Fee Letter, dated as of March  18, 2022, by and among Independence Contract Drilling, Inc., MSD Partners, L.P., and Glendon Capital Management L.P. (incorporated herein by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K, filed with the SEC on March 21, 2022).