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^*

Gundumogula Prasad

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2022

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	09/08/2022		P		8,500⁽¹⁾	A	$12.41	6,301,192	D
Class A Common Stock, par value $0.0001 per share								60,800,000	I	100% by Mondee Holdings LLC⁽²⁾

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)
Restricted Stock Unit	⁽³⁾							01/18/2023	⁽³⁾	Class A Common Stock, par value $0.0001 per share	100,000		100,000	D

Explanation of Responses:

1. Represents shares purchased on the open market by the Reporting Person.

2. Mondee Holdings, LLC, a Delaware limited liability company ("Mondee Holdings, LLC"), is the record holder of such shares of Class A common stock, which were issued as consideration for Mondee Holdings II, Inc., a Delaware corporation, in its consummation of the business combination with ITHAX Acquisition Corp., formerly a Cayman Islands exempted company. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, through Mondee Group LLC, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings, LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings, LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the shares of Class A common stock held of record by the Mondee Holdings, LLC and may be deemed to have shared beneficial ownership of the shares of Class A common stock held directly by Mondee Holdings, LLC.

3. Pursuant to that certain employment agreement, effective as of July 18, 2022, by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.44 to the Registration Statement on Form S-4/A, filed on June 24, 2022 (the "Registration Statement") of Mondee Holdings, Inc., a Delaware corporation (the "Issuer"), Mondee agreed that it would award the Reporting Person 100,000 restricted stock units (the "RSUs") of the Issuer as part of the Reporting Peron's annual bonus. The RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of its Class A common stock on January 18, 2023. The RSUs are subject to the terms and conditions of the Mondee Holdings, Inc. 2022 Equity Incentive Plan, filed as Exhibit 10.4 to the Issuer's Registration Statement.

	/s/ Prasad Gundumogula	09/12/2022
	** 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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