Page 7 of 10 – SEC Filing
| CUSIP NO. | 636220 303 | 13G |
| Item 1(a) | Name of Issuer: | ||
| The name of the issuer is National General Holdings Corp. (the “Company”). | |||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | ||
| The Company’s principal executive office is located at 59 Maiden Lane, 38th Floor, New York, New York, 10038. | |||
| Item 2(a) | Name of Person Filing: | ||
| This Schedule 13G is being jointly filed by and on behalf of each of MSD Capital, L.P. (“MSD Capital”), MSD Partners, L.P. (“MSD Partners”), Black Marlin Investments, LLC (“Black Marlin Investments”), MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund”), Coral Rock Investments, L.P. (“Coral Rock Investments”), MSD Sparrowhawk, LP. (“MSD Sparrowhawk”) and Vermeer Investments, LLC (“Vermeer Investments) (collectively, the “Reporting Persons”). Each of Black Marlin Investments, MSD Credit Opportunity Master Fund, Coral Rock Investments, MSD Sparrowhawk and Vermeer Investments is the direct owner of the securities covered by this statement. MSD Capital is a member of, and may be deemed to beneficially own securities beneficially owned by, Black Marlin Investments and Vermeer Investments. MSD Capital is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Coral Rock Investments and MSD Sparrowhawk. MSD Capital Management, LLC (“MSD Capital Management”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Credit Opportunity Master Fund. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. The Reporting Persons have entered into a Joint Filing Agreement, dated June 19, 2017, a copy of which is filed with this Schedule 13G 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. | |||
| Item 2(b) | Address of Principal Business Office or, if none, Residence: | ||
| The principal business address of MSD Capital, MSD Partners, Black Marlin Investments, Coral Rock Investments, MSD Sparrowhawk and Vermeer Investments is 645 Fifth Avenue, 21st Floor, New York, New York 10022. The address of the principal business office of MSD Credit Opportunity Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. | |||
| Item 2(c) | Citizenship: | ||
| MSD Capital, MSD Partners, Coral Rock Investments and MSD Sparrowhawk are organized as limited partnerships under the laws of the State of Delaware. Black Marlin Investments and Vermeer Investments are organized as limited liability companies under the laws of the State of Delaware. MSD Credit Opportunity Master Fund is a limited partnership organized under the laws of the Cayman Islands. | |||
| Item 2(d) | Title of Class of Securities: | ||
| Common Stock, par value $0.01 per share | |||
| Item 2(e) | CUSIP No.: | ||
| 636220 303 | |||
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: | ||
| Not applicable. | |||
| Item 4 | Ownership: | ||||
| A. | MSD Partners, L.P. | ||||
| (a) | Amount beneficially owned: 2,162,500 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,162,500 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,162,500 | ||||
| B. | MSD Capital, L.P. | ||||
| (a) | Amount beneficially owned: 6,204,083 | ||||
| Percent of class: 5.8%2 | |||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 6,204,083 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 6,204,083 | ||||
| C. | Black Marlin Investments, LLC | ||||
| (a) | Amount beneficially owned: 554,358 | ||||
| (b) | Percent of class: 0.5%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 554,358 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 554,358 | ||||
| D. | MSD Credit Opportunity Master Fund, L.P. | ||||
| (a) | Amount beneficially owned: 2,162,500 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,162,500 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,162,500 | ||||
| E. | Coral Rock Investments, L.P. | ||||
| (a) | Amount beneficially owned: 2,554,708 | ||||
| (b) | Percent of class: 2.4%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,554,708 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,554,708 | ||||
| F. | MSD Sparrowhawk, L.P. | ||||
| (a) | Amount beneficially owned: 2,540,659 | ||||
| (b) | Percent of class: 2.4%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,540,659 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,540,659 | ||||
| G. | Vermeer Investments, LLC | ||||
| (a) | Amount beneficially owned: 554,358 | ||||
| (b) | Percent of class: 0.5%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 554,358 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 554,358 | ||||
| H. | MSC Capital Management, LLC | ||||
| (a) | Amount beneficially owned: 6,204,083 | ||||
| (b) | Percent of class: 5.8%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 6,204,083 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 6,204,083 | ||||
| I. | MSD Partners (GP), LLC | ||||
| (a) | Amount beneficially owned: 2,162,500 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,162,500 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,162,500 | ||||
| J. | Glenn R. Fuhrman | ||||
| (a) | Amount beneficially owned: 8,366,583 | ||||
| (b) | Percent of class: 7.8%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 8,366,583 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 8,366,583 | ||||
| K. | John C. Phelan | ||||
| (a) | Amount beneficially owned: 8,366,583 | ||||
| (b) | Percent of class: 7.8%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 8,366,583 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 8,366,583 | ||||
| L. | Marc R. Lisker | ||||
| (a) | Amount beneficially owned: 8,366,583 | ||||
| (b) | Percent of class: 7.8%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 8,366,583 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 8,366,583 | ||||
| M. | Michael S. Dell | ||||
| (a) | Amount beneficially owned: 6,204,083 | ||||
| (b) | Percent of class: 5.8%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 6,204,083 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 6,204,083 | ||||
2 The percentage used herein and in the rest of this Schedule 13G is calculated based upon 106,542,350 shares of Common Stock outstanding as of May 4, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2017.
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