SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* MORGAN STANLEY (Last) (First) (Middle) 1585 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2022	3. Issuer Name and Ticker or Trading Symbol Mondee Holdings, Inc. [ MOND ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/23/2022
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	9,506,770	I	See Footnotes(1)(2)
Class A Common Stock, par value $0.0001 per share	8,598	I	See Footnotes(2)(3)
Series A Preferred Stock, par value $0.0001 per share	10,000	I	See Footnotes(1)(2)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock	09/29/2022	09/29/2027	Common Stock, par value $0.0001 per share	150,000	$11.5	I	See Footnotes(1)(2)(4)

1. Name and Address of Reporting Person* MORGAN STANLEY (Last) (First) (Middle) 1585 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by Morgan Stanley ("MS Parent") and MS Capital Partners Adviser Inc. ("Adviser"). MS Parent is the indirect parent of the general partners of the funds (the "Private Funds") that hold these shares of Class A Common Stock, par value $0.0001 per share ("Common Stock"). The Adviser, an indirect subsidiary of MS Parent, is the investment manager to the Private Funds. Each of MS Parent and the Adviser may be deemed to beneficially own the shares of Common Stock held by the Private Funds.

2. Each of MS Parent and the Adviser, as applicable, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of the securities in this report shall not be deemed to constitute an admission of beneficial ownership of such securities for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

3. These shares of Common Stock are held by an indirect subsidiary (the "MS Reporting Unit") of MS Parent. As the indirect parent of the holder of these shares of Common Stock, MS Parent may be deemed to beneficially own shares of Common Stock beneficially owned by the MS Reporting Unit.

4. A Private Fund holds these [10,000 ] shares of Issuer Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), and warrants (the "Warrants") to purchase 150,000 shares of Common Stock. Each of MS Parent and the Adviser may be deemed to beneficially own the shares of Preferred Stock and Warrants held by such Private Fund.

Remarks:

This Form 3/A is being filed to amend and replace the Form 3 previously filed by MS Parent and Adviser on August 23, 2022 (the "Original Form 3"), as previously amended by the earlier Form 3/A filed on January 27, 2023), to reflect that the Redemption Agreement (the "Agreement") by and between the Issuer and the Private Funds, pursuant to which such Private Funds received the previously reported securities attributed to them on the Original Form 3, was not deemed effective until March 10, 2023. As a result, neither MS Parent nor the Adviser became a beneficial owner of more than 10% of the outstanding shares of the Common Stock until such date. Prior to the March 10, 2023 date of effectiveness of the Agreement, the amount of securities which the Private Funds were entitled to receive thereunder was reduced from the amount previously expected.

	Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory	04/14/2023
	MS Capital Partners Adviser Inc., By: Debra Abramovitz, as Authorized Signatory	04/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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