MORGAN STANLEY - 14 Dec 2023 Form 4 Insider Report for Mondee Holdings, Inc.

Role
10%+ Owner
Signature
Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory
Issuer symbol
MOND on OTC
Transactions as of
14 Dec 2023
Net transactions value
$0
Form type
4
Filing time
15 Dec 2023, 20:24:50 UTC
Previous filing
10 Oct 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MOND Series A-3 Preferred Stock, par value $0.0001 per share Purchase +1,300 1,300 14 Dec 2023 See Footnote F1, F2, F3
transaction MOND Series A-2 Preferred Stock, par value $0.0001 per share Other +10,000 10,000 14 Dec 2023 See Footnote F2, F3, F4
transaction MOND Series A Preferred Stock, par value $0.0001 per share Other -10,000 -100% 0 14 Dec 2023 See Footnote F2, F3, 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
transaction MOND Warrants to purchase Class A Common Stock, par value $0.0001 Purchase +19,500 19,500 14 Dec 2023 Class A Common Stock, par value $0.0001 per share 19,500 $7.50 See Footnote F1, F2, F3
transaction MOND Warrants to purchase Class A Common Stock, par value $0.0001 Other -150,000 -100% 0 14 Dec 2023 Class A Common Stock, par value $0.0001 per share 150,000 $11.50 See Footnote F2, F3, F4
transaction MOND Warrants to purchase Class A Common Stock, par value $0.0001 Other +150,000 150,000 14 Dec 2023 Class A Common Stock, par value $0.0001 per share 150,000 $7.50 See Footnote F2, F3, 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 is the indirect parent of the general partners of a fund (the "Private Fund") that holds the shares reported herein. The Adviser, an indirect subsidiary of MS Parent, is the investment manager of the Private Fund. The Private Fund paid $1,300,000 in cash to Mondee Holdings, Inc. (the "Issuer") for 1,300 shares of Issuer Series A-3 Preferred Stock, par value $0.0001 per share (the "Series A-3 Preferred Stock," and, together with the Series A Preferred Stock and Series A-2 Preferred Stock defined in footnote 4, the "Preferred Stock") and warrants (the "New Warrants," and, together with the Amended Warrants defined in footnote 4, the "Warrants") to purchase 19,500 shares of Issuer Class A Common Stock, par value $0.0001 per share (the "Common Stock").
F2 As a result of the relationships described in footnote 1 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 Common Stock, Preferred Stock and Warrants (together, 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 In connection with the Private Fund's purchases described in footnote 1, the Issuer and the Private Fund agreed to exchange 10,000 shares of Issuer Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), held by the Private Fund, for an equal number of shares of the Issuer's Series A-2 Preferred Stock, par value $0.0001 per share (the "Series A-2 Preferred Stock"), and to amend the exercise price and expiration date of certain warrants (the "Amended Warrants") entitling the Private Fund to purchase 150,000 shares of Common Stock.

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).