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Filing Details

Accession Number:: 0001104659-22-081341
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-07-20 21:56:00
Reporting Period:: 2022-07-18

Accepted Time:: 2022-07-20 21:56:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1828852	Mondee Holdings Inc.	MOND	Transportation Services (4700)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1932096	Prasad Gundumogula	10800 Pecan Park Blvd, Suite 315 Austin TX 78750	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2022-07-18	100,000	$10.00	100,000	No	4	P	Direct
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2022-07-18	6,000,000	$0.00	6,100,000	No	4	J	Direct
Class A Common Stock, Par Value $0.0001 Per Share	Acquisiton	2022-07-18	60,800,000	$0.00	60,800,000	No	4	J	Indirect	100% by Mondee Holdings LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	J	Direct
No	4	J	Indirect	100% by Mondee Holdings LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.0001 Per Share	Restricted Stock Unit	Acquisiton	2022-07-18	100,000	$0.00	100,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
100,000	2023-01-18		No	4	A	Direct

Footnotes

Pursuant to that certain subscription agreement, by and between the Reporting Person and Mondee Holdings, Inc., a Delaware corporation (formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company) (the "Issuer"), the Issuer sold, and the Reporting Person purchased, 100,000 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") at $10.00 per share, in connection with the Issuer's 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, Inc., a Delaware corporation ("Mondee"), and other parties thereto (the "Business Combination Agreement"). As part of the Business Combination, the Issuer changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc.
Pursuant to that certain earn-out agreement, dated December 20, 2021, by and among the Issuer, the Reporting Person, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination (the "Registration Statement"), the Issuer issued to the Reporting Person 6,000,000 shares of Class A Common Stock (the "Earn-Out Shares"). The Earn-Out Shares vest during the four years period following the Closing Date (the "Vesting Period").
The Vesting Period is as follows--if at any time during the Vesting Period: (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price ("VWAP") of $12.50 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; (ii) the price of the shares of Class A Common Stock exceeds VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed and cancelled in accordance with the Earn-Out Agreement.
Mondee Holdings, LLC, a Delaware limited liability company (the "Mondee Holdings, LLC"), is the record holder of such shares of Class A Common Stock, which were issued as consideration for Mondee's consummation of the Business Combination. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, Mr. Gundumogula beneficially owns the requisite number of units of Mondee Holdings, LLC required to approve transactions other than related party transactions between Mr. Gundumogula and Mondee Holdings, LLC. As such, Mr. Gundumogula has voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Mondee Holdings, LLC and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by Mondee Holdings, LLC.
Pursuant to that certain employment agreement, effective as of the closing date of the Business Combination (the "Closing Date"), by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.44 to the Issuer's Registration Statement, Mondee agreed that it would award the Reporting Person 100,000 restricted stock units (the "RSUs") of the Issuer as part of the Reporting Peron's annual bonus. The RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of its Class A Common Stock on January 18, 2023. 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 Registration Statement.