MSD Partners SC 13G/A Hayward / MSD Partners ownership change

UNITED STATES

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

(Title of Class of Securities)

421298100

(CUSIP Number)

September 30, 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)

*	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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 421298100


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-
		6	SHARED VOTING POWER 2,651,866
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 2,651,866
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,866
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% (1)
12	TYPE OF REPORTING PERSON* PN

(1)	The percentages used 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.

CUSIP No. 421298100


1	NAMES OF REPORTING PERSONS MSD Aqua Partners, 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-
		6	SHARED VOTING POWER -0-
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON* PN

CUSIP No. 421298100


Item 1(a)		Name of Issuer:

		The name of the issuer is Hayward Holdings, Inc. (the “Company”).

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		The Company’s principal executive office is located at 1415 Vantage Park Drive, Suite 400 Charlotte, NC 28203.

Item 2(a)		Name of Person Filing:

		This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Aqua Partners, LLC (“MSD Aqua Partners”). MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Aqua 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 November 14, 2024, 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.

CUSIP No. 421298100


Item 2(b)		Address of Principal Business Office or, if none, Residence:

		The address of the principal business office of MSD Partners and MSD Aqua Partners is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

Item 2(c)		Citizenship:

		MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Aqua Partners is a limited liability company organized under the laws of the State of Delaware.

Item 2(d)		Title of Class of Securities:

		Common Stock

Item 2(e)		CUSIP No.:

		421298100

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: 2,651,866

(b)

Percent of class: 1.2%

(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: 2,651,866

(iii)

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

(iv)

Shared power to dispose or direct the disposition: 2,651,866

B.	MSD Aqua Partners, LLC

(a)

Amount beneficially owned: -0-

(b)

Percent of class: 0.0%

(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: -0-

(iii)

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

(iv)

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

C.	MSD Partners (GP), LLC

(a)

Amount beneficially owned: 6,930,441

(b)

Percent of class: 3.2%

(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: 6,930,441

(iii)

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

(iv)

Shared power to dispose or direct the disposition: 6,930,441

D.	Gregg R. Lemkau

(a)

Amount beneficially owned: 6,930,441

(b)

Percent of class: 3.2%

(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: 6,930,441

(iii)

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

(iv)

Shared power to dispose or direct the disposition: 6,930,441


Item 5		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6		Ownership of More Than Five 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		Certification:

		Not applicable.

CUSIP No. 421298100

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule 13G is true, complete and correct.


		Date: November 14, 2024

		MSD Partners, L.P.

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Robert K. Simonds
		Robert K. Simonds, Authorized Signatory

		MSD Aqua Partners, LLC

By:		MSD Partners, L.P.
Its:		Manager

By:		MSD Partners (GP), LLC
Its:		General Partner

		/s/ Robert K. Simonds
		Robert K. Simonds, Authorized Signatory

CUSIP No. 421298100

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Joint Filing Agreement dated November 14, 2024

MSD Partners SC 13G/AHayward / MSD Partners ownership change