Sec Form 4/A Filing - Portillo Jesus @ Mondee Holdings, Inc. - 2023-04-20

FORM 4/A 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 Portillo Jesus 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) 04/20/2023 (Street) AUSTIN, TX78750 4. If Amendment, Date Original Filed (MM/DD/YY) 04/20/2023 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 04/20/2023 A 180,000 ( 1 ) ( 2 ) A 430,000 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 Portillo Jesus 1800 PECAN PARK BLVD. SUITE 315 AUSTIN, TX78750 Chief Financial Officer Signatures /s/ Jesus Portillo 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 20, 2023, the Reporting Person filed a Form 4, which inadvertently failed to report that pursuant to that certain employment agreement, effective as of April 20, 2023, by and between Mondee Holdings, Inc., a Delaware corporation (the "Issuer") and the Reporting Person (the "Employment Agreement"), the Issuer agreed to issue to the Reporting Person up to 180,000 shares of Common Stock (the "Earn-Out Shares") under that certain Earn-Out Agreement, dated as of December 20, 2021, by and among the Issuer and the other parties thereto (the "Earn-Out Agreement"). ( 2 )Subject to certain vesting and forfeiture terms in the Earn-Out Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 22,500 Earn-Out Shares being issued on July 20, 2023, and the final 22,500 Earn-Out Shares being issued on April 20, 2025, so long as the Employment Agreement has not been terminated either due to the Reporting Person's voluntary termination of the Employment Agreement or by the Issuer for Cause (as defined in the Employment Agreement).

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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