Sec Form 4 Filing - MORGAN STANLEY @ Mondee Holdings, Inc. - 2022-07-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MORGAN STANLEY
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)
(Last) (First) (Middle)
1585 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2022
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock, par value $0.0001 per share 07/28/2022 P 2,346 A $ 7.694( 3 ) 2,346 I See Footnotes( 1 )( 2 )
Class A Common Stock, par value $0.0001 per share 07/28/2022 P 6,252 A $ 8.682( 4 ) 8,598 I See Footnotes( 1 )( 2 )
Class A Common Stock, par value $0.0001 per share 9,690,567 I See Footnotes( 2 )( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY10036
X
Signatures
Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory 08/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Class A Common Stock, par value $0.0001 per share ("Common Stock") were purchased and are held by an indirect subsidiary (the "MS Reporting Unit") of Morgan Stanley ("MS"). As the indirect parent of the holder of these shares of Common Stock, MS may be deemed to beneficially own shares of Common Stock beneficially owned by the MS Reporting Unit. This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Unit in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
( 2 )MS disclaims beneficial ownership of the shares Common Stock included herein, except to the extent of its pecuniary interest therein, if any, and the inclusion of the shares of Common Stock in this report shall not be deemed to constitute an admission of beneficial ownership of the reported shares for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
( 3 )The price reported in Column 4 is a weighted average price. These shares of Common Stock of Mondee Holdings, Inc. (the "Issuer") were purchased in multiple transactions at prices ranging from $7.30 to $8.29, inclusive. The Reporting Person undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in the footnotes of this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $8.30 to $8.90, inclusive. The Reporting Person undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in the footnotes of this Form 4.
( 5 )MS is the indirect parent of the general partners of the funds (the "Private Funds") that hold these shares of Common Stock. The investment manager to the Private Funds is an indirect subsidiary of MS. MS may be deemed to beneficially own the shares of Common Stock held by the Private Funds.

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