Morgan Stanley - Sep 29, 2022 Form 4/A - Amendment Insider Report for Mondee Holdings, Inc. (MOND)

Role: 10%+ Owner
Signature: Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory
Stock symbol: MOND
Transactions as of: Sep 29, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 2/3/2023, 04:02 PM
Date Of Original Report: Sep 30, 2022
Previous filing: Aug 23, 2022
Next filing: Jun 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MOND	Series A Preferred Stock, par value $0.0001 per share	Purchase		+1M			1M	Sep 29, 2022	See Footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Morgan Stanley ("MS") is the indirect parent of the general partners of a fund (the "Private Fund") that paid $10,000,000 in cash to Mondee Holdings, Inc. (the "Issuer") for 1,000,000 shares of Issuer Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), and warrants (the "Warrants") to purchase 150,000 shares of Issuer Class A Common Stock, par value $0.0001 per share (the "Common Stock," and together with the Preferred Stock and the Warrants, the "Issuer Securities"). Morgan Stanley Capital Partners Adviser Inc. ("Adviser"), an indirect subsidiary of MS, is the investment manager to the Private Fund.
F2	As a result of the aforementioned relationships among each of MS and the Adviser, on the one hand, and the Private Fund, on the other hand, each of MS and the Adviser may be deemed to share beneficial ownership over the Issuer Securities held by the Private Fund.
F3	Each of MS and the Adviser disclaims beneficial ownership of the Issuer Securities included herein except to the extent of its pecuniary interest therein, if any, and the inclusion of such Issuer Securities in this report shall not be deemed to be an admission of beneficial ownership of such Issuer Securities for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
F4	This Form 4/A amends the Form 4 filed on September 30, 2022 and is being filed solely to correct the title of the securities reflected in Table I of that filing.

Remarks:

This filing does not reflect Issuer Securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the applicable MS reporting unit in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).