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