Initial Statement of Beneficial Ownership (3)
January 26 2023 - 5:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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FLY OCP LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/19/2023
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3. Issuer Name and Ticker or Trading Symbol
Mondee Holdings, Inc. [MOND]
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(Last)
(First)
(Middle)
191 NORTH WACKER DRIVE, SUITE 2350 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 9520851 (1)(2) | I | See footnote (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Explanation of Responses: |
(1) | Includes 125,000 shares ("Earn-Out Shares") of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") issued in connection with the Issuer's initial business combination. The Earn-Out Shares vest during the four-year period following July 18, 2022 (the "Vesting Period") pursuant to that certain Earn-Out Agreement, dated December 20, 2021, by and among the Reporting Person, the Issuer, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Issuer's initial business combination. |
(2) | The Vesting Period is as follows--if at any time during the Vesting Period: (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price ("VWAP") of $12.50 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; (ii) the price of the shares of Class A Common Stock exceeds a VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed for nominal value and cancelled in accordance with the Earn-Out Agreement. |
(3) | Voting and dispositive power with respect to the shares of Class A Common Stock held by FLY OCP LLC ("FLY OCP") is exercised by Jeffrey Young, as the Managing Partner of Origami Capital Partners, LLC, which is the manager of FLY OCP. |
(4) | Each of the foregoing entities and individuals disclaims beneficial ownership of the securities reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FLY OCP LLC 191 NORTH WACKER DRIVE, SUITE 2350 CHICAGO, IL 60606 |
| X |
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Origami Capital Partners LLC 191 NORTH WACKER DRIVE, SUITE 2350 CHICAGO, IL 60606 |
| X |
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Signatures
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_/s/ Joelle Kellam, by Power of Attorney | | 1/26/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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