Sec Form 4 Filing - Gundumogula Prasad @ 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 Gundumogula Prasad 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 (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( 1 ) 07/18/2022 P 100,000 A $ 10 100,000 D Class A Common Stock, par value $0.0001 per share 07/18/2022 J 6,000,000 A 6,100,000 D Class A Common Stock, par value $0.0001 per share 07/18/2022 J 60,800,000 A 60,800,000 I 100% by Mondee Holdings LLC

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. Number 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 Restricted Stock Unit ( 5 ) 07/18/2022 A 100,000 01/18/2023 ( 5 ) Class A Common Stock, par value $0.0001 per share 100,000 ( 5 ) 100,000 D

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

Explanation of Responses:

( 1 )Pursuant to that certain subscription agreement, by and between the Reporting Person and Mondee Holdings, Inc., a Delaware corporation (formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company) (the "Issuer"), the Issuer sold, and the Reporting Person purchased, 100,000 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 ITHAX Acquisition Corp., Mondee Holdings II, Inc., a Delaware corporation ("Mondee"), 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 )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"), the Issuer issued to the Reporting Person 6,000,000 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"). ( 3 )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. ( 4 )Mondee Holdings, LLC, a Delaware limited liability company (the "Mondee Holdings, LLC"), is the record holder of such shares of Class A Common Stock, which were issued as consideration for Mondee's consummation of the Business Combination. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, 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. ( 5 )Pursuant to that certain employment agreement, effective as of the closing date of the Business Combination (the "Closing Date"), by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.44 to the Issuer's Registration Statement, 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.

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