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Filing Details

Accession Number:: 0000895345-23-000679
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-15 20:24:50
Reporting Period:: 2023-12-14

Accepted Time:: 2023-12-15 20:24:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1828852	Mondee Holdings Inc.	MOND	Security Brokers, Dealers & Flotation Companies (6211)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
895421	Stanley Morgan	1585 Broadway New York NY 10036		No	No	No	No
1535639	Ms Capital Partners Adviser Inc	1585 Broadway New York NY 10036		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A-3 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2023-12-14	1,300	$0.00	1,300	No	4	P	Indirect	See Footnote
Series A-2 Preferred Stock, Par Value $0.0001 Per Share	Acquisiton	2023-12-14	10,000	$0.00	10,000	No	4	J	Indirect	See Footnote
Series A Preferred Stock, Par Value $0.0001 Per Share	Disposition	2023-12-14	10,000	$0.00	0	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.0001 Per Share	Warrants to purchase Class A Common Stock, par value $0.0001	Acquisiton	2023-12-14	19,500	$0.00	19,500	$7.50
Class A Common Stock, Par Value $0.0001 Per Share	Warrants to purchase Class A Common Stock, par value $0.0001	Disposition	2023-12-14	150,000	$0.00	150,000	$11.50
Class A Common Stock, Par Value $0.0001 Per Share	Warrants to purchase Class A Common Stock, par value $0.0001	Acquisiton	2023-12-14	150,000	$0.00	150,000	$7.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
19,500	2023-12-14	2027-09-29	No	4	P	Indirect
0	2022-09-29	2027-09-29	No	4	J	Indirect
150,000	2023-12-14	2027-09-29	No	4	J	Indirect

Footnotes

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").
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.
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.
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.