Sec Form 4 Filing - Syllantavos George @ Mondee Holdings, Inc. - 2022-07-18

Insider filing report for Changes in Beneficial Ownership
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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
Syllantavos George
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( 3 ) 07/18/2022 J( 1 ) 206,550( 2 ) A 216,550 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Syllantavos George
10800 PECAN PARK BLVD, SUITE 315
AUSTIN, TX78750
X
Signatures
/s/ George Syllantavos 07/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor") and the Reporting Person, the Sponsor agreed to transfer to the Reporting Person four percent of the Class B ordinary shares, par value $0.001 per share, of the Issuer (as defined below) (the "Class B Ordinary Shares"), held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred to the Reporting Person on October 28, 2020, promptly following the consummation of the 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, by and among the parties thereto.
( 2 )In connection with the Business Combination, all of the outstanding 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. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock pursuant to the Assignment Agreement.
( 3 )As of July 18, 2022, the Reporting Person resigned as a director of the Issuer and is therefore no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person did not have any transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in the Initial Statement of Beneficial Ownership of Securities on Form 3, filed on January 27, 2021.

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