SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Pasam Madhuri

(Last)

(First)

(Middle)

10800 PECAN PARK BLVD.

SUITE 315

(Street)

AUSTIN

78750

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2023

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

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

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

5. 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 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	587,422⁽¹⁾	D
Class A Common Stock, par value $0.0001 per share	9,818,494⁽²⁾	I	100% by Spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. On or about March 10, 2023, Mondee Holdings, LLC ("Mondee Holdings") effected a pro rata distribution of the shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of Mondee Holdings, Inc. (the "Company") to the equity holders of Mondee Holdings (such transaction, the "Pro Rata Distribution"). In connection with the Pro Rata Distribution, the Reporting Person received these shares of Common Stock for no consideration.

2. Consists of Common Stock held directly by the Reporting Person's spouse, Prasad Gundumogula, the Chief Executive Officer, director, and 10% holder of the Company. As such, the Reporting Person may be deemed to have shared beneficial ownership with respect to these shares of Common Stock, however the Reporting Person disclaims beneficial ownership of any shares of Common Stock other than to the extent she may have a pecuniary interest therein, directly or indirectly, by virtue of her inability to exercise voting or investment power over such shares of Common Stock.

Remarks:

	/s/ Madhuri Pasam	06/26/2023
	** 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 Number.