Sec Form 4 Filing - Figenshu Daniel @ Mondee Holdings, Inc. - 2023-04-18

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 Figenshu Daniel 2. Issuer Name and Ticker or Trading Symbol Mondee Holdings, Inc. [ MOND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1800 PECAN PARK BLVD., SUITE 315 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2023 (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 04/18/2023 M( 1 )( 2 ) 119,600 A $ 0 119,600 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 Restricted Stock Units ( 1 ) ( 2 ) 04/18/2023 M 119,600 01/18/2023 ( 1 )( 2 ) Class A Common Stock, par value $0.0001 per share 119,600 $ 10 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Figenshu Daniel 1800 PECAN PARK BLVD. SUITE 315 AUSTIN, TX78750 Chief Financial Officer Signatures /s/ Daniel Figenshu 04/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain employment agreement (the "Employment Agreement"), effective as of September 30, 2021, by and between the Reporting Person and Mondee Inc. ("Mondee"), Mondee agreed that upon the closing of a business combination with a special purpose acquisition company (a "SPAC"), so long as the Reporting Person remained employed by Mondee until the closing of such business combination, then the Reporting Person would be entitled to receive a number of restricted stock units ("RSUs") of the post-business combination entity equal to $1,196,000.00, divided by the stock price of securities of the SPAC initially offered to the public, which was $10.00. ( 2 )Mondee consummated its 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, LLC, and other parties thereto, on July 18, 2021. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc. (the "Issuer"). Pursuant to the Employment Agreement, the RSUs vested on July 18, 2022, and the Issuer agreed to deliver the underlying shares of Class A common stock, par value $0.0001 per share, at a later date. In connection with Reporting Person's resignation, the Company delivered the RSUs to the Reporting Person. 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 Form S-4/A filed on June 24, 2022 in connection with the Business Combination.

Remarks: As of April 19, 2023, the Reporting Person resigned as Chief Financial Officer 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 July 21, 2022 and the Statement of Changes in Beneficial Ownership on Form 4 filed on July 20, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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