Fintiklis Orestes's Form 4/A amendment
AmendedMondee Holdings, Inc. (MOND) · filed Aug 25, 2022
- Accession no.
- 0001104659-22-094434
- Filed
- Aug 25, 2022
- Trade date
- Jul 18, 2022
- Filing delay
- 38 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jul 20, 2022
This filing lists 3 non-derivative transactions. It carries over 4 transactions from the original filing that it did not restate. Open-market purchases total $2.60M. It was filed 38 days after the trade.
This amendment restates part of 0001104659-22-081338 (filed Jul 20, 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 |
|---|---|
| Fintiklis OrestesCIK 0001828874 | Director |
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 | CConversionAcquired | +6,007,500 | –F1,F2 | – | 6,732,500 | Indirect | Duplicate filing |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | JOtherDisposed | −603,750 | $0.00 | $0 | 6,128,750 | Indirect | Duplicate filing |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | JOtherDisposed | −206,550 | –F4 | – | 5,922,200 | 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 0001104659-22-081338 (filed Jul 20, 2022).
Non-derivative securities (Table I)
| 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 | +260,000 | $10.00 | +$2,600,000 | 725,000 | Indirect |
Derivative securities (Table II)
| 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 | CConversionDisposed | −6,007,500 | –F3,F4 | – | 0 | Indirect | Duplicate filing |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | JOtherAcquired | +232,500 | –F6 | – | 232,500 | Indirect | Duplicate filing |
| Jul 18, 2022 | Class A Common Stock, par value $0.0001 per share | AGrant or awardAcquired | +5,000 | –F7 | – | 5,000 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F3
In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ("Ithaca"), a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Referenced by the price of 1 transaction in Table II.
- F4
In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Sponsor (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the "Available Cash Condition"). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement.
Referenced by the price of 1 transaction in Table II.
- F6
The Sponsor is the record holder of 232,500 warrants of the Issuer (the "Warrants") representing the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants become exercisable on August 17, 2022. The Reporting Person is the sole director of Ithaca, a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Warrants held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Warrants held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported Warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Referenced by the price of 1 transaction in Table II.
- F7
Restricted stock units granted on July 18, 2022 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement"). Each restricted stock unit is the economic equivalent of one share of Class A Common Stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in shares of Class A Common Stock upon vesting. Under the RSU Award Agreement, 1/3 of the restricted stock units will vest if the Issuer's Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 day trading period.
Referenced by the price of 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
In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement"), the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") held of record by ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor") automatically converted into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") on a one-for-one basis for no additional consideration.
Referenced by the price of 1 transaction in Table I.
- F2
The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ("Ithaca"), a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Referenced by the price of 1 transaction in Table I.
- F3
In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, the 465,000 Class A ordinary shares, par value $0.001 per share, of the Issuer (the "Class A Ordinary Shares") held of record by the Sponsor converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. Such total amount of securities listed as beneficially owned in this line include such shares of 465,000 Class A Common Stock held of record by the Sponsor.
- F4
In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Sponsor (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the "Available Cash Condition"). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement.
Referenced by the price of 1 transaction in Table I.
- F5
Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between the Sponsor and George Syllantavos, an individual ("Syllantavos"), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement.
- F6
The original Form 4, filed on July 20, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported certain shares of Class A Common Stock as being held directly by the Reporting Person, when they are held indirectly by the Reporting Person.