Mondee (MOND) Form 4 Mondee / STANLEY MORGAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last) (First) (Middle)

1585 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mondee Holdings, Inc. [ MOND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A-3 Preferred Stock, par value $0.0001 per share	12/14/2023		P		1,300	A	(1)	1,300	I	See Footnote(2)(3)
Series A-2 Preferred Stock, par value $0.0001 per share	12/14/2023		J(4)		10,000	A	(4)	10,000	I	See Footnote(2)(3)
Series A Preferred Stock, par value $0.0001 per share	12/14/2023		J(4)		10,000	D	(4)	0	I	See Footnote(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock, par value $0.0001	$7.5	12/14/2023		P		19,500		12/14/2023	09/29/2027	Class A Common Stock, par value $0.0001 per share	19,500	(1)	19,500	I	See Footnote(2)(3)
Warrants to purchase Class A Common Stock, par value $0.0001	$11.5	12/14/2023		J(4)			150,000	09/29/2022	09/29/2027	Class A Common Stock, par value $0.0001 per share	150,000	(4)	0	I	See Footnote(2)(3)
Warrants to purchase Class A Common Stock, par value $0.0001	$7.5	12/14/2023		J(4)		150,000		12/14/2023	09/29/2027	Class A Common Stock, par value $0.0001 per share	150,000	(4)	150,000	I	See Footnote(2)(3)

1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last) (First) (Middle)

1585 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MS Capital Partners Adviser Inc

(Last) (First) (Middle)

1585 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

Remarks:

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	12/15/2023
	MS Capital Partners Adviser Inc., By: /s/ Debra Abramovitz, as Authorized Signatory	12/15/2023
	** Signature of Reporting Person	Date
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