Sec Form 4 Filing - Dullum James @ 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 Dullum James 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 Operating Officer (Last) (First) (Middle) 1800 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 M 112,000 ( 1 ) A ( 1 ) 112,000 D Class A Common Stock, par value $0.0001 per share 05/25/2023 F 29,295 ( 2 ) D $ 9.6 82,705 D Class A Common Stock, par value $0.0001 per share 09/07/2023 A 200,000 ( 3 ) A 282,705 ( 3 ) ( 4 ) 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 ) 07/18/2022 M 112,000 01/18/2023 ( 1 ) Class A Common Stock, par value $0.0001 per share 112,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dullum James 1800 PECAN PARK BLVD. SUITE 315 AUSTIN, TX78750 Chief Operating Officer Signatures /s/ James Dullum 09/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction represents the vesting of 112,000 restricted stock units ("RSUs") granted to the Reporting Person on July 18, 2022, as previously reported in Table II. The shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Mondee Holdings, Inc. (the "Issuer") underlying the RSUs became deliverable on January 18, 2023. ( 2 )Represents shares of Common Stock withheld to cover tax withholding obligations in connection with the vesting of RSUs. ( 3 )Represents RSUs payable in shares of Common Stock of the Issuer under the Issuer's 2022 Equity Incentive Plan and applicable RSU award agreement dated September 7, 2023 (the "RSU Agreement"). Under the RSU Agreement, the RSUs will vest as follows: 66,667 RSUs vest on each of January 1, 2024 and January 1, 2025, and 66,666 RSUs vest on January 1, 2026. ( 4 )The total reported in Column 5 includes the 200,000 newly granted RSUs and shares of Common Stock underlying the 112,000 vested RSUs previously reported in Table II, less the 29,295 shares of Common Stock withheld to cover tax withholding obligations.

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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