Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
MSDC DENALI INVESTORS, L.P.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2013

Previous Name(s)
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

645 FIFTH AVENUE
21ST FLOOR
NEW YORK, NY 10022
 Phone Number: subscription required

Item 3. Related Persons

Name
- MSDC DENALI (GP), LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
- MSDC MANAGEMENT (GP), LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF MSDC DENALI (GP), LLC

Item 3. Related Persons

Name
MARC R. LISKER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF MSDC MANAGEMENT (GP), LLC

Item 3. Related Persons

Name
GLENN R. FUHRMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF MSDC MANAGEMENT (GP), LLC

Item 3. Related Persons

Name
JOHN C. PHELAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
MANAGER OF MSDC MANAGEMENT (GP), LLC

Item 4. Industry Group

POOLED INVESTMENT FUND - OTHER INVESTMENT FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
10/29/2013

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
147000000
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
29

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
MSDC DENALI INVESTORS, L.P.
Issuer Signature
/S/ MARC R. LISKER
Signer Name
MARC R. LISKER
Signer Title
MANAGER OF THE GENERAL PARTNER
Signature Date
11/13/2013

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