Morgan Stanley's Form 4/A amendment
AmendedMondee Holdings, Inc. (MOND) · filed Feb 3, 2023
- Accession no.
- 0000895345-23-000038
- Filed
- Feb 3, 2023, 5:02 PM ET
- Trade date
- Sep 29, 2022
- Filing delay
- 127 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 30, 2022
This filing lists 1 non-derivative transaction. It carries over 2 transactions from the original filing that it did not restate. It was filed 127 days after the trade.
This amendment restates part of 0000895345-22-000731 (filed Sep 30, 2022). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Morgan StanleyCIK 0000895421 | 10% Owner |
| MS Capital Partners Adviser IncCIK 0001535639 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2022 | Series A Preferred Stock, par value $0.0001 per share | PPurchaseAcquired | +1,000,000 | –F1 | – | 1,000,000 | Indirect | Duplicate filing |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0000895345-22-000731 (filed Sep 30, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2022 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +1,000,000 | –F1 | – | 1,000,000 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2022 | Common Stock, par value $0.0001 per share | PPurchaseAcquired | +150,000 | –F1 | – | 150,000 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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).