Morgan Stanley - Jul 18, 2022 Form 3/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
Jul 18, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
4/14/2023, 04:46 PM
Date Of Original Report
Aug 23, 2022
Previous filing
Feb 10, 2022
Next filing
Aug 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MOND Class A Common Stock, par value $0.0001 per share 9.51M Jul 18, 2022 See Footnotes F1, F2
holding MOND Class A Common Stock, par value $0.0001 per share 8.6K Jul 18, 2022 See Footnotes F2, F3
holding MOND Series A Preferred Stock, par value $0.0001 per share 10K Jul 18, 2022 See Footnotes F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MOND Warrants to purchase Common Stock Jul 18, 2022 Common Stock, par value $0.0001 per share 150K $11.50 See Footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This statement is being filed by Morgan Stanley ("MS Parent") and MS Capital Partners Adviser Inc. ("Adviser"). MS Parent is the indirect parent of the general partners of the funds (the "Private Funds") that hold these shares of Class A Common Stock, par value $0.0001 per share ("Common Stock"). The Adviser, an indirect subsidiary of MS Parent, is the investment manager to the Private Funds. Each of MS Parent and the Adviser may be deemed to beneficially own the shares of Common Stock held by the Private Funds.
F2 Each of MS Parent and the Adviser, as applicable, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of the securities in this report shall not be deemed to constitute an admission of beneficial ownership of such securities for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
F3 These shares of Common Stock are held by an indirect subsidiary (the "MS Reporting Unit") of MS Parent. As the indirect parent of the holder of these shares of Common Stock, MS Parent may be deemed to beneficially own shares of Common Stock beneficially owned by the MS Reporting Unit.
F4 A Private Fund holds these [10,000 ] 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 Common Stock. Each of MS Parent and the Adviser may be deemed to beneficially own the shares of Preferred Stock and Warrants held by such Private Fund.

Remarks:

This Form 3/A is being filed to amend and replace the Form 3 previously filed by MS Parent and Adviser on August 23, 2022 (the "Original Form 3"), as previously amended by the earlier Form 3/A filed on January 27, 2023), to reflect that the Redemption Agreement (the "Agreement") by and between the Issuer and the Private Funds, pursuant to which such Private Funds received the previously reported securities attributed to them on the Original Form 3, was not deemed effective until March 10, 2023. As a result, neither MS Parent nor the Adviser became a beneficial owner of more than 10% of the outstanding shares of the Common Stock until such date. Prior to the March 10, 2023 date of effectiveness of the Agreement, the amount of securities which the Private Funds were entitled to receive thereunder was reduced from the amount previously expected.