Prasad Gundumogula - Aug 24, 2022 Form 4 Insider Report for Mondee Holdings, Inc. (MOND)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Prasad Gundumogula
Stock symbol: MOND
Transactions as of: Aug 24, 2022
Transactions value $: $158,132
Form type: 4
Date filed: 8/26/2022, 04:15 PM
Previous filing: Aug 24, 2022
Next filing: Aug 30, 2022

Transactions Table

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	Purchase	$155K	+12K	+0.19%	$12.95	6.17M	Aug 24, 2022	Direct	F1
transaction	MOND	Class A Common Stock, par value $0.0001 per share	Purchase	$2.73K	+210	+0%	$13.01	6.17M	Aug 25, 2022	Direct	F1
holding	MOND	Class A Common Stock, par value $0.0001 per share						60.8M	Aug 24, 2022	100% by Mondee Holdings LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MOND	Restricted Stock Unit						100K	Aug 24, 2022	Class A Common Stock, par value $0.0001 per share	100K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares purchased on the open market by the Reporting Person.
F2	Mondee Holdings, LLC, a Delaware limited liability company ("Mondee Holdings, LLC"), is the record holder of such shares of Class A common stock, which were issued as consideration for Mondee Holdings II, Inc., a Delaware corporation, in its consummation of the business combination with ITHAX Acquisition Corp., formerly a Cayman Islands exempted company. Prasad Gundumogula and his wife are the only directors of Mondee Holdings, LLC. In addition, through Mondee Group LLC, 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.
F3	Pursuant to that certain employment agreement, effective as of July 18, 2022, by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.44 to the Registration Statement on Form S-4/A, filed on June 24, 2022 (the "Registration Statement") of Mondee Holdings, Inc., a Delaware corporation (the "Issuer"), 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.