LINDBLAD EXPEDITIONS HOLDINGS, INC. files Amendment No. 4 to a Schedule 13G/A as an "exit filing" jointly submitted by MSD Partners, MSD SIF Partners II, LLC and Gregg R. Lemkau. The filing reports beneficial ownership of 3,270,566 shares (4.99%) by Gregg R. Lemkau and 1,635,281 shares (2.49%) by MSD Partners, calculated on 65,571,318 shares outstanding as of April 27, 2026. The statement discloses shared voting and dispositive power for the Reporting Persons and includes a Joint Filing Agreement dated May 15, 2026.
Positive
None.
Negative
None.
Insights
Exit filing documents a reduction in active Schedule 13G ownership reporting.
The amendment is labeled an "exit filing," indicating the Reporting Persons are ending Schedule 13G reporting status. It lists shared voting and dispositive power for MSD Partners and Gregg R. Lemkau, with specific share counts and percentages tied to April 27, 2026.
Timing and the Joint Filing Agreement (May 15, 2026) are disclosed; subsequent filings would show any further ownership changes.
Filing clarifies beneficial ownership stakes and manager/owner relationships.
The disclosure explains the ownership chain: MSD SIF Partners II, LLC as the direct owner, MSD Partners as manager, and Gregg R. Lemkau holding investment discretion. Percentages are computed on 65,571,318 outstanding shares.
Cash‑flow treatment and intent (acquire/sell) are not specified in the excerpt; future forms would show directional trades if they occur.
Key Figures
Shares outstanding:65,571,318 sharesGregg R. Lemkau beneficial ownership:3,270,566 sharesMSD Partners beneficial ownership:1,635,281 shares+1 more
4 metrics
Shares outstanding65,571,318 sharesas of April 27, 2026
Gregg R. Lemkau beneficial ownership3,270,566 sharesreported as 4.99% ownership
MSD Partners beneficial ownership1,635,281 sharesreported as 2.49% ownership
Schedule 13G/A, exit filing, beneficial ownership, shared dispositive power
4 terms
Schedule 13G/Aregulatory
"This Amendment No. 4 to a Schedule 13G/A is being jointly filed"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
exit filingregulatory
"This Amendment No. 4 constitutes an "exit filing" for the Reporting Persons"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerregulatory
"Shared Dispositive Power 1,635,281.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
LINDBLAD EXPEDITIONS HOLDINGS, INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
535219109
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
535219109
1
Names of Reporting Persons
MSD Partners, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,635,281.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,635,281.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,281.00
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)
2.49 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
535219109
1
Names of Reporting Persons
MSD SIF Partners II, LLC
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
535219109
1
Names of Reporting Persons
Gregg R. Lemkau
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,270,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,270,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,270,566.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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.:
535219109
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 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
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
MSD Partners, L.P.
Signature:
/s/ Robert K. Simonds
Name/Title:
Robert K. Simonds/Authorized Signatory
Date:
05/15/2026
MSD SIF Partners II, LLC
Signature:
/s/ Robert K. Simonds
Name/Title:
Robert K. Simonds/Authorized Signatory
Date:
05/15/2026
Gregg R. Lemkau
Signature:
/s/ Gregg R. Lemkau
Name/Title:
Gregg R. Lemkau
Date:
05/15/2026
Exhibit Information
Exhibit Description of Exhibit
99.1 Joint Filing Agreement dated May 15, 2026
What does the Schedule 13G/A Amendment No. 4 for LIND disclose?
It discloses that MSD Partners, MSD SIF Partners II and Gregg R. Lemkau jointly filed an amendment. The filing reports 3,270,566 shares (4.99%) for Mr. Lemkau and 1,635,281 shares (2.49%) for MSD Partners based on 65,571,318 outstanding shares.
Who are the Reporting Persons named in the LIND amendment?
The Reporting Persons are MSD Partners, L.P., MSD SIF Partners II, LLC, and Gregg R. Lemkau. The filing states MSD SIF Partners was the direct owner and MSD Partners acts as manager with MSD GP and Mr. Lemkau in the ownership chain.
What is the ownership percentage reported in the filing?
Ownership percentages are calculated on 65,571,318 shares outstanding as of April 27, 2026. Reported percentages: Gregg R. Lemkau 4.99% and MSD Partners 2.49%; MSD SIF Partners shows 0.0% in this amendment.
What does the filing mean by an "exit filing"?
The amendment is labeled an "exit filing", indicating the Reporting Persons are terminating Schedule 13G reporting status under the filing's terms. The statement includes a Joint Filing Agreement dated May 15, 2026 that governs the joint submission.
Where are the Reporting Persons' business addresses listed?
The principal business office for MSD Partners, MSD SIF Partners, and Mr. Lemkau is listed as 550 Madison Avenue, 20th Floor, New York, NY 10022 in the filing. The issuer's executive office is at 11 W 42nd Street, Suite 22 B3, New York, NY 10036.
