Sec Form 4 Filing - Waters Meredith @ Mondee Holdings, Inc. - 2023-04-24

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 Waters Meredith 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) General Counsel (Last) (First) (Middle) 1800 PECAN PARK BLVD., SUITE 315 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2023 (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 04/24/2023 A 19,165 ( 1 ) ( 2 ) A 19,165 ( 1 ) ( 2 ) D Class A Common Stock, par value $0.0001 per share 04/24/2023 A 4,190 ( 1 ) ( 3 ) A 23,355 ( 1 ) ( 3 ) 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 Waters Meredith 1800 PECAN PARK BLVD. SUITE 315 AUSTIN, TX78750 General Counsel Signatures /s/ Meredith Waters 04/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units ("RSUs") granted to the Reporting Person on April 24, 2023 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement") in connection with the Reporting Person's employment as general counsel of Mondee Holdings, Inc., a Delaware corporation (the "Issuer"). Each RSU is the economic equivalent of one share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). RSUs accrue dividend equivalents in the form of additional RSUs and are payable in shares of Common Stock upon vesting. ( 2 )Under the RSU Award Agreement, the Reporting Person is to receive an annual grant of RSUs on the start day of each employment year with a value of $300,000, using the 20-day volume weighted average price of the Common Stock ("VWAP") to determine the number of RSUs to be granted. For the 2023 annual grant, the Reporting Person received a pro-rated grant of 19,165 RSUs with a value of $205,833, calculated using the 20-day VWAP as of April 24, 2023, which was $10.74 per share of Common Stock. Such RSUs vest as follows: 5,199 RSUs vest on June 30, 2023, and 6,938 RSUs vest on each of September 30, 2023 and December 31, 2023. ( 3 )Under the RSU Award Agreement, the Reporting Person received a one-time grant of 4,190 RSUs with a value of $45,000, calculated using the 20-day VWAP of the Common Stock as of April 24, 2023, which was $10.74 per share of Common Stock. Such RSUs vest on April 24, 2024.

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).

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