| Accession Number: | 0001782524-20-000079 |
| Date: | 2020-09-30 |
| Issuer: | MORGAN STANLEY DIRECT LENDING FUND (NONE) |
| Original Submission Date: |
BINSTOCK JOAN
C/O MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK, PAR VALUE $0.001 PER SHARE | 2020-09-30 | J | 0 | a | $0.00 | 2,496 | indirect | ||
| COMMON STOCK, PAR VALUE $0.001 PER SHARE | 2020-12-01 | P | 700 | a | $20.52 | 3,239 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|
| ID | footnote |
|---|---|
| f1 | due to the failure of certain investors ("defaulting investors") to pay the portions of their respective capital commitment payable on september 28, 2020, as required under subscription agreements between such investors and morgan stanley direct lending fund (the "company"), 50% of the shares of the company's common stock, par value $0.001 per share (the "common stock"), held by such defaulting investors were forfeited and transferred on the books of the company to other subscribers pro rata in accordance with the respective interests of such other subscribers. as a result, 0.1033 shares of common stock were allocated to ms. binstock for no additional consideration. |
| f2 | ms. binstock is the grantor and trustee of the joan a binstock revocable trust, which owns the reported securities. ms. binstock disclaims beneficial ownership of shares of common stock held by the joan a binstock revocable trust, except to the extent of her pecuniary interest therein. |
