Gundumogula Prasad's Form 4 filing
Mondee Holdings, Inc. (MOND) · filed Jul 20, 2022
- Accession no.
- 0001104659-22-081341
- Filed
- Jul 20, 2022
- Trade date
- Jul 18, 2022
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market purchases total $1.00M. It was filed 2 days after the trade.
This filing was later replaced by the amendment 0001828852-22-000010 (Nov 17, 2022). Trade tables on this site use the amended version.
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 |
|---|---|
| Gundumogula PrasadCIK 0001932096 | Director, Officer (Chief Executive Officer), 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 |
|---|---|---|---|---|---|---|---|---|
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | PPurchaseAcquired | +100,000 | $10.00 | +$1,000,000 | 100,000 | Direct | |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | JOtherAcquired | +6,000,000 | –F2,F3 | – | 6,100,000 | Direct | |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | JOtherAcquired | +60,800,000 | –F4 | – | 60,800,000 | 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 |
|---|---|---|---|---|---|---|---|---|
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +100,000 | –F5 | – | 100,000 | Direct |
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.
- F2
Pursuant to that certain earn-out agreement, dated December 20, 2021, by and among the Issuer, the Reporting Person, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination (the "Registration Statement"), the Issuer issued to the Reporting Person 6,000,000 shares of Class A Common Stock (the "Earn-Out Shares"). The Earn-Out Shares vest during the four years period following the Closing Date (the "Vesting Period").
Referenced by the price of 1 transaction in Table I.
- F3
The Vesting Period is as follows--if at any time during the Vesting Period: (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price ("VWAP") of $12.50 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; (ii) the price of the shares of Class A Common Stock exceeds VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed and cancelled in accordance with the Earn-Out Agreement.
Referenced by the price of 1 transaction in Table I.
- F4
Mondee Holdings, LLC, a Delaware limited liability company (the "Mondee Holdings, LLC"), is the record holder of such shares of Class A Common Stock, which were issued as consideration for Mondee's consummation of the Business Combination. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings, LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings, LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Mondee Holdings, LLC and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by Mondee Holdings, LLC.
Referenced by the price of 1 transaction in Table I.
- F5
Pursuant to that certain employment agreement, effective as of the closing date of the Business Combination (the "Closing Date"), by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.44 to the Issuer's Registration Statement, Mondee agreed that it would award the Reporting Person 100,000 restricted stock units (the "RSUs") of the Issuer as part of the Reporting Peron's annual bonus. The RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of its Class A Common Stock on January 18, 2023. The RSUs are subject to the terms and conditions of the Mondee Holdings, Inc. 2022 Equity Incentive Plan, filed as Exhibit 10.4 to the Issuer's Registration Statement.
Referenced by the price of 1 transaction in Table II.