Sec Form 4 Filing - ITHAX Acquisition Sponsor, LLC @ 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 ITHAX Acquisition Sponsor, LLC 2. Issuer Name and Ticker or Trading Symbol Mondee Holdings, Inc. [ MOND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 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 C( 1 ) 6,007,500 A 6,472,500 D Class A Common Stock, par value $0.0001 per share 07/18/2022 J( 2 ) 603,750 D $ 0 5,403,750 D Class A Common Stock, par value $0.0001 per share( 5 ) 07/18/2022 J( 3 ) 206,550 D 5,197,200 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. 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 Class B Ordinary Shares, par value $0.001 per share ( 1 ) 07/18/2022 C( 1 ) 6,007,500 ( 1 ) ( 1 ) Class A Common Stock, par value $0.0001 per share 6,007,500 ( 1 ) 0 D Warrants $ 11.5 07/18/2022 J( 4 ) 232,500 08/17/2022 07/18/2027 Class A Common Stock, par value $0.0001 per share 232,500 ( 4 ) 232,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ITHAX Acquisition Sponsor, LLC 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 )In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), pursuant to that certain business combination agreement, as amended, dated December 20, 2021 (the "Business Combination Agreement"), by and among ITHAX Acquisition Corp., Mondee Holdings II, LLC, and other parties thereto, 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, par value $0.0001 (the "Class A Common Stock") on a one-for-one basis for no additional consideration. As part of the Business Combination, the Issuer changed its name to Mondee Holdings, Inc. ( 2 )In connection with the execution of the Business Combination Agreement, the Reporting Person entered into that certainSponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Reporting Person (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Reporting Person 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 Reporting Person in writing that it waived the Available Cash Condition. Thus, the Reporting Person forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement. ( 3 )Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement"), by and between the Reporting Person and George Syllantavos, an individual ("Syllantavos"), the Reporting Person agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Reporting Person, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Reporting Person 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 Reporting Person transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement. ( 4 )As disclosed in the Reporting Person's Form 4 filed on February 3, 2021, the Reporting Person acquired 232,500 warrants to purchase one Class A ordinary share, par value $0.001 per share, (the "Class A Ordinary Shares") at an exercise price of $11.50 per share, pursuant to a private placement of units ("Units") that closed simultaneously with the initial public offering of the Issuer. Each Unit was comprised of one-half of one warrant to purchase one Class A Ordinary Share, and one Class A Ordinary Share of the Issuer. In connection with the closing of the Business Combination, each warrant automatically adjusted to represent the right to purchase one share of Class A Common Stock. The warrants become exercisable on August 17, 2022. ( 5 )In connection with the Business Combination and as of July 18, 2022, the Reporting Person no longer holds 10% or more of the outstanding securities of the Issuer. Thus, the Reporting Person is therefore no longer subject to the reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended.

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