Gundumogula Prasad's Form 4/A amendment
AmendedMondee Holdings, Inc. (MOND) · filed Nov 17, 2022
- Accession no.
- 0001828852-22-000010
- Filed
- Nov 17, 2022
- Trade date
- Jul 18, 2022
- Filing delay
- 122 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jul 20, 2022
This filing lists 1 derivative transaction. It carries over 3 transactions from the original filing that it did not restate. Open-market purchases total $1.00M. It was filed 122 days after the trade.
This amendment restates part of 0001104659-22-081341 (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 |
|---|---|
| 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.
This filing has no transactions of this kind.
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 | +5,000 | –F1 | – | 105,000 | Direct |
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 0001104659-22-081341 (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 | +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 |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
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
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, par value $0.0001 per share (the "Class A Common Stock"), of Mondee Holdings, Inc. (the "Issuer"). 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.
Remarks
The original Form 4, filed on July 20, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which inadvertently omitted the restricted stock units granted to the Reporting Person.