Sec Form 4 Filing - Fintiklis Orestes @ Mondee Holdings, Inc. - 2022-07-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fintiklis Orestes 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10800 PECAN PARK BLVD, SUITE 315 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2022 (Street) AUSTIN, TX78750 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 07/18/2022 P 260,000 A $ 10 725,000 I By Ithax Cyprus( 1 )( 2 ) Class A Common Stock, par value $0.0001 per share 07/18/2022 C( 1 )( 2 ) 6,007,500 A 6,732,500 D( 3 )( 4 ) Class A Common Stock, par value $0.0001 per share 07/18/2022 J( 3 )( 4 ) 603,750 D $ 0 6,128,750 D Class A Common Stock, par value $0.0001 per share 07/18/2022 J( 5 ) 206,550 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. N umber of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares, par value $0.001 ( 3 )( 4 ) 07/18/2022 C( 3 )( 4 ) 6,007,500 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock, par value $0.0001 per share 6,007,500 ( 3 )( 4 ) 0 I By Sponsor( 3 )( 4 ) Warrants $ 11.5 07/18/2022 J( 6 ) 232,500 08/17/2022 07/18/2027 Class A Common Stock, par value $0.0001 per share 232,500 ( 6 ) 232,500 I By Sponsor( 6 ) Restricted Stock Units ( 7 ) 07/18/2022 A( 7 ) 5,000 ( 7 ) ( 7 ) Class A Common Stock, par value $0.0001 per share 5,000 ( 7 ) 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fintiklis Orestes 10800 PECAN PARK BLVD, SUITE 315 AUSTIN, TX78750 X Signatures /s/ Orestes Fintiklis 07/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain subscription agreement, dated December 20, 2021 (the "Subscription Agreement") by and between ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor") and Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), the Issuer agreed to sell, and the Sponsor agreed to purchase, 260,000 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") at $10.00 per share, in connection with the Issuer's initial business combination (the "Business Combination") pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement"). As part of the Business Combination, the Issuer changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc. ( 2 )On June 6, 2022, pursuant to that certain assignment and assumption of subscription agreement (the "Assignment"), the Sponsor assigned all of its right, title, and interest in and to the Subscription Agreement to ITHAX Acquisition Sponsor Cy Ltd., a company organized under the laws of Cyprus ("Ithax Cyprus"), and Ithax Cyprus accepted the assignment and assumed all of the Sponsor's right title, and interest in the Subscription Agreement. The Reporting Person is the majority shareholder of Ithax Cyprus, and as such the Reporting Person has voting and investment discretion with respect to the 260,000 shares of Class A Common Stock owned by Ithax Cyprus. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 3 )In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, 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 on a one-for-one basis for no additional consideration. The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ("Ithaca"), a managing member of 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 shares of Class A Common Stock held directly by the Sponsor. The Reporting Person 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. ( 4 )In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Sponsor (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the "Available Cash Condition"). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement. ( 5 )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. ( 6 )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 the sole director of Ithaca, 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. ( 7 )Restricted stock units granted on July 18, 2022 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement"). Each restricted stock unit is the economic equivalent of one share of Class A Common Stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in shares of Class A Common Stock upon vesting. Under the RSU Award Agreement, 1/3 of the restricted stock units will vest if the Issuer's Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 day trading period.

Remarks: Exhibit 24 - Power of Attorney

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