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

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 14 Dec 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 15 Dec 2023, 20:24:50 UTC
Prior SEC filing: 10 Oct 2023
Source filing: View source filing
Reporting owner signature: Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory

Key filing fact

MORGAN STANLEY filed Form 4 for Mondee Holdings, Inc. on 15 Dec 2023.

Key facts

This page summarizes MORGAN STANLEY's Form 4 filing for Mondee Holdings, Inc..
6 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 15 Dec 2023, 20:24.

Change

Previous filing in this sequence was filed on 10 Oct 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MOND transaction

Series A-3 Preferred Stock, par value $0.0001 per share

Purchase

Transaction value
Shares: +1,300
Change %
Price
Shares after: 1,300
Date: 14 Dec 2023
Ownership: See Footnote
Footnotes: F1, F2, F3

MOND transaction

Series A-2 Preferred Stock, par value $0.0001 per share

Other

Transaction value
Shares: +10,000
Change %
Price
Shares after: 10,000
Date: 14 Dec 2023
Ownership: See Footnote
Footnotes: F2, F3, F4

MOND transaction

Series A Preferred Stock, par value $0.0001 per share

Other

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: See Footnote
Footnotes: F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MOND transaction Derivative

Warrants to purchase Class A Common Stock, par value $0.0001

Purchase

Transaction value
Shares: +19,500
Change %
Price
Shares after: 19,500
Date: 14 Dec 2023
Ownership: See Footnote
Underlying class: Class A Common Stock, par value $0.0001 per share
Underlying amount: 19,500
Exercise price: $7.50
Footnotes: F1, F2, F3

MOND transaction Derivative

Warrants to purchase Class A Common Stock, par value $0.0001

Other

Transaction value
Shares: -150,000
Change %: -100%
Price
Shares after: 0
Date: 14 Dec 2023
Ownership: See Footnote
Underlying class: Class A Common Stock, par value $0.0001 per share
Underlying amount: 150,000
Exercise price: $11.50
Footnotes: F2, F3, F4

MOND transaction Derivative

Warrants to purchase Class A Common Stock, par value $0.0001

Other

Transaction value
Shares: +150,000
Change %
Price
Shares after: 150,000
Date: 14 Dec 2023
Ownership: See Footnote
Underlying class: Class A Common Stock, par value $0.0001 per share
Underlying amount: 150,000
Exercise price: $7.50
Footnotes: F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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).