| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Conversion of derivative security | +6.01M | +828.62% | 6.73M | Jul 18, 2022 | By Sponsor | F1, F2, F3, F6 | ||
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Other | $0 | -604K | -8.97% | $0.00 | 6.13M | Jul 18, 2022 | By Sponsor | F1, F2, F4, F6 |
| transaction | MOND | Class A Common Stock, par value $0.0001 per share | Other | -207K | -3.37% | 5.92M | Jul 18, 2022 | By Sponsor | F1, F2, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement"), the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") held of record by ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor") automatically converted into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") on a one-for-one basis for no additional consideration. |
| F2 | The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ("Ithaca"), a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| F3 | In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, the 465,000 Class A ordinary shares, par value $0.001 per share, of the Issuer (the "Class A Ordinary Shares") held of record by the Sponsor converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. Such total amount of securities listed as beneficially owned in this line include such shares of 465,000 Class A Common Stock held of record by the Sponsor. |
| F4 | In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ("Mondee"), and the Sponsor (the "Sponsor Support Agreement"). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the "Available Cash Condition"). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement. |
| F5 | Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between the Sponsor and George Syllantavos, an individual ("Syllantavos"), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement. |
| F6 | The original Form 4, filed on July 20, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which misreported certain shares of Class A Common Stock as being held directly by the Reporting Person, when they are held indirectly by the Reporting Person. |