Fly Ocp Llc - Jan 19, 2023 Form 3 Insider Report for Mondee Holdings, Inc. (MOND)

Role
10%+ Owner
Signature
_/s/ Joelle Kellam, by Power of Attorney
Stock symbol
MOND
Transactions as of
Jan 19, 2023
Transactions value $
$0
Form type
3
Date filed
1/26/2023, 04:16 PM
Next filing
Mar 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MOND Class A common stock, par value $0.0001 per share 9.52M Jan 19, 2023 See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 125,000 shares ("Earn-Out Shares") of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") issued in connection with the Issuer's initial business combination. The Earn-Out Shares vest during the four-year period following July 18, 2022 (the "Vesting Period") pursuant to that certain Earn-Out Agreement, dated December 20, 2021, by and among the Reporting Person, the Issuer, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Issuer's initial business combination.
F2 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 a 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 for nominal value and cancelled in accordance with the Earn-Out Agreement.
F3 Voting and dispositive power with respect to the shares of Class A Common Stock held by FLY OCP LLC ("FLY OCP") is exercised by Jeffrey Young, as the Managing Partner of Origami Capital Partners, LLC, which is the manager of FLY OCP.
F4 Each of the foregoing entities and individuals disclaims beneficial ownership of the securities reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney