0001828852-24-000002.txt : 20240103 0001828852-24-000002.hdr.sgml : 20240103 20240103211037 ACCESSION NUMBER: 0001828852-24-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waters Meredith CENTRAL INDEX KEY: 0001974746 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39943 FILM NUMBER: 24509562 MAIL ADDRESS: STREET 1: 2616 MARIA ANNA RD. CITY: AUSTIN STATE: TX ZIP: 78703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mondee Holdings, Inc. CENTRAL INDEX KEY: 0001828852 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: (650) 646-3320 MAIL ADDRESS: STREET 1: 10800 PECAN PARK BLVD, SUITE 315 CITY: AUSTIN STATE: TX ZIP: 78750 FORMER COMPANY: FORMER CONFORMED NAME: ITHAX Acquisition Corp. DATE OF NAME CHANGE: 20201019 4 1 wk-form4_1704334228.xml FORM 4 X0508 4 2023-12-31 0 0001828852 Mondee Holdings, Inc. MOND 0001974746 Waters Meredith 1800 PECAN PARK BLVD. SUITE 315 AUSTIN TX 78750 0 1 0 0 General Counsel 0 Class A Common Stock, par value $0.0001 per share 2023-12-31 4 J 0 20000 A 43355 D Pursuant to that certain earn-out agreement, dated December 20, 2021, by and among the Issuer, the Reporting Person, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination (the "Registration Statement"), and the Award Agreement between the Issuer and the Reporting Person date December 31, 2023 (the "Award Agreement"), the Issuer issued to the Reporting Person 20,000 shares of Class A Common Stock (the "Earn-Out Shares"). The Earn-Out Shares vest during the four years period following the Closing Date (the "Vesting Period"). 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 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 and cancelled in accordance with the Earn-Out Agreement. Subject to certain vesting and forfeiture terms in the Earn-Out Agreement and Award Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 2,500 Earn-Out Shares being issued on March 31, 2024, and the final 2,500 Earn-Out Shares being issued on December 31, 2025. /s/ Meredith Waters 2024-01-03