0000895345-23-000679.txt : 20231215 0000895345-23-000679.hdr.sgml : 20231215 20231215202450 ACCESSION NUMBER: 0000895345-23-000679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231215 DATE AS OF CHANGE: 20231215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39943 FILM NUMBER: 231491991 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER NAME: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MS Capital Partners Adviser Inc CENTRAL INDEX KEY: 0001535639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39943 FILM NUMBER: 231491990 BUSINESS ADDRESS: STREET 1: MORGAN STANLEY STREET 2: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127618014 MAIL ADDRESS: STREET 1: MORGAN STANLEY STREET 2: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mondee Holdings, Inc. CENTRAL INDEX KEY: 0001828852 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: (650) 646-3320 MAIL ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 FORMER COMPANY: FORMER CONFORMED NAME: ITHAX Acquisition Corp. DATE OF NAME CHANGE: 20201019 4 1 form4.xml X0508 4 2023-12-14 0001828852 Mondee Holdings, Inc. MOND 0000895421 MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 true 0001535639 MS Capital Partners Adviser Inc 1585 BROADWAY NEW YORK NY 10036 true false Series A-3 Preferred Stock, par value $0.0001 per share 2023-12-14 4 P 0 1300 A 1300 I See Footnote Series A-2 Preferred Stock, par value $0.0001 per share 2023-12-14 4 J 0 10000 A 10000 I See Footnote Series A Preferred Stock, par value $0.0001 per share 2023-12-14 4 J 0 10000 D 0 I See Footnote Warrants to purchase Class A Common Stock, par value $0.0001 7.5 2023-12-14 4 P 0 19500 A 2023-12-14 2027-09-29 Class A Common Stock, par value $0.0001 per share 19500 19500 I See Footnote Warrants to purchase Class A Common Stock, par value $0.0001 11.5 2023-12-14 4 J 0 150000 D 2022-09-29 2027-09-29 Class A Common Stock, par value $0.0001 per share 150000 0 I See Footnote Warrants to purchase Class A Common Stock, par value $0.0001 7.5 2023-12-14 4 J 0 150000 A 2023-12-14 2027-09-29 Class A Common Stock, par value $0.0001 per share 150000 150000 I See Footnote 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"). As a result of the relationships described in footnote 1 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 Common Stock, Preferred Stock and Warrants (together, the "Issuer Securities") held by the Private Fund. 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. 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. 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). Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory 2023-12-15 MS Capital Partners Adviser Inc., By: /s/ Debra Abramovitz, as Authorized Signatory 2023-12-15