Filing Details
- Accession Number:
- 0000950170-25-019925
- Form Type:
- 13G Filing
- Publication Date:
- 2025-02-12 19:00:00
- Filed By:
- MSD Capital
- Company:
- Hayward Holdings Inc.
- Filing Date:
- 2025-02-13
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| MSD Capital, L.P. | 0 | 4,561,215 | 2.1% |
| Michael S. Dell | 0 | 13,545,707 | 6.3% |
| MSD Portfolio L.P. - Investments | 0 | 0 | 0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Hayward Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
421298100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 421298100 |
| 1 | Names of Reporting Persons
MSD Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,561,215.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 421298100 |
| 1 | Names of Reporting Persons
Michael S. Dell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,545,707.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 421298100 |
| 1 | Names of Reporting Persons
MSD Portfolio L.P. - Investments | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Hayward Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
1415 Vantage Park Drive, Suite 400, Charlotte, NC 28203 | |
| 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 MSD Capital, L.P. ("MSD Capital"), Michael S. Dell and MSD Portfolio L.P. - Investments ("MSD Investments") with respect to ownership of the common stock of the Company held by MSD Private Capital Investments, L.P. ("MSD Private Capital Investments"), MSD Portfolio L.P. - SLD Personal Income ("SLD Personal Income"), MSD Portfolio L.P. - MSD Personal Income ("MSD Personal Income"), and the Michael & Susan Dell Foundation (the "Foundation").
MSD Capital is the general partner of each of MSD Private Capital Investments, MSD Investments, SLD Personal Income and MSD Personal Income and may be deemed to beneficially own securities owned by them. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2025 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.
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 MSD Capital and MSD Investments is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682. | |
| (c) | Citizenship:
MSD Capital and MSD Investments are organized as limited partnerships under the laws of the State of Delaware. Mr. Dell is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
421298100 | |
| 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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
MSD Capital (1) - 4,561,215
Michael S. Dell (2) - 13,545,707
MSD Investments - 0
MSD Capital Management (1) - 4,561,215
(1) Includes 1,639,531 shares of Common Stock owned of record by MSD Private Capital Investments, 1,203,047 shares of Common Stock owned of record by SLD Personal Income and 1,718,637 shares of Common Stock owned of record by MSD Personal Income.
(2) Includes 1,639,531 shares of Common Stock owned of record by MSD Private Capital Investments, 1,203,047 shares of Common Stock owned of record by SLD Personal Income, 1,718,637 shares of Common Stock owned of record by MSD Personal Income and 8,984,492 shares of Common Stock held by the Foundation.
| |
| (b) | Percent of class:
The percentages provided herein are calculated based upon 215,424,560 shares of the issuer's common stock outstanding as of October 25, 2024, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2024.
MSD Capital - 2.1%
Michael S. Dell - 6.3%
MSD Investments - 0%
MSD Capital Management - 2.1% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MSD Capital - 0
Michael S. Dell - 0
MSD Investments - 0
MSD Capital Management - 0 | ||
| (ii) Shared power to vote or to direct the vote:
MSD Capital - 4,561,215
Michael S. Dell - 13,545,707
MSD Investments - 0
MSD Capital Management - 4,561,215 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MSD Capital - 0
Michael S. Dell - 0
MSD Investments - 0
MSD Capital Management - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
MSD Capital - 4,561,215
Michael S. Dell - 13,545,707
MSD Investments - 0
MSD Capital Management - 4,561,215 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit Description of Exhibit
24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the
common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell)
99.1 Joint Filing Agreement dated February 13, 2025 |