SEC FORM 4

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^*

Athanasopoulos Dimitrios

(Last)

(First)

(Middle)

10800 PECAN PARK BLVD, SUITE 315

(Street)

AUSTIN

78750

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2022

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	07/18/2022		C⁽¹⁾		6,007,500	A	⁽¹⁾	6,732,500	D⁽²⁾
Class A Common Stock, par value $0.0001 per share	07/18/2022		J⁽²⁾		603,750	D	$0	6,128,750	D
Class A Common Stock, par value $0.0001 per share⁽⁵⁾	07/18/2022		J⁽³⁾		206,550	D	⁽³⁾	5,922,200	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.001 per share	⁽¹⁾	07/18/2022		C⁽¹⁾			6,007,500	⁽¹⁾	⁽¹⁾	Class A Common Stock, par value $0.0001 per share	6,007,500	⁽¹⁾	0	I	By Sponsor⁽¹⁾⁽²⁾
Warrants	$11.5	07/18/2022		J⁽⁴⁾		232,500		08/17/2022	07/18/2027	Class A Common Stock, par value $0.0001 per share	232,500	⁽⁴⁾	232,500	I	By Sponsor⁽⁴⁾

Explanation of Responses:

1. In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among ITHAX Acquisition Corp., Mondee Holdings II, LLC, and other parties thereto, the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") automatically converted into shares of Class A Common stock, par value $0.0001 (the "Class A Common Stock") on a one-for-one basis for no additional consideration. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc.

2. The Reporting Person is a shareholder of GMDA Capital Opportunities Ltd., an entity organized under the laws of Cyprus ("GMDA"), and a managing member of ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor"). As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the Class A Common Stock held directly by the Sponsor and disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain

3. Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between the Sponsor and George Syllantavos, an individual ("Syllantavos"), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement.

4. The Sponsor is the record holder of 232,500 warrants of the Issuer (the "Warrants") representing the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants become exercisable on August 17, 2022. The Reporting Person is a shareholder of GMDA, a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Warrants held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Warrants held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported Warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

5. As of July 18, 2022, the Reporting Person resigned as chief financial officer, treasurer, and director of the Issuer, and in connection with the completion of the Business Combination, the Reporting Person no longer beneficially owns more than 10% of the outstanding securities of the Issuer. Thus, the Reporting Person is no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended

	/s/ Dimitrios Athanasopoulos	07/20/2022
	** 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 4 (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).
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