Morgan Stanley's Form 4 filing
Mondee Holdings, Inc. (MOND) · filed Dec 15, 2023
- Accession no.
- 0000895345-23-000679
- Filed
- Dec 15, 2023, 8:24 PM ET
- Trade date
- Dec 14, 2023
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 3 derivative transactions. It was filed 1 day after the trade.
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 |
|---|---|---|---|---|---|---|---|---|
| Dec 14, 2023 | Series A-3 Preferred Stock, par value $0.0001 per share | PPurchaseAcquired | +1,300 | –F1 | – | 1,300 | Indirect | |
| Dec 14, 2023 | Series A-2 Preferred Stock, par value $0.0001 per share | JOtherAcquired | +10,000 | –F4 | – | 10,000 | Indirect | |
| Dec 14, 2023 | Series A Preferred Stock, par value $0.0001 per share | JOtherDisposed | −10,000 | –F4 | – | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 14, 2023 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +19,500 | –F1 | – | 19,500 | Indirect | |
| Dec 14, 2023 | Class A Common Stock, par value $0.0001 per share | JOtherDisposed | −150,000 | –F4 | – | 0 | Indirect | |
| Dec 14, 2023 | Class A Common Stock, par value $0.0001 per share | JOtherAcquired | +150,000 | –F4 | – | 150,000 | Indirect |
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
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").
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
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).