Daniel Figenshu - Apr 18, 2023 Form 4 Insider Report for Mondee Holdings, Inc. (MOND)

Role
Chief Financial Officer
Signature
/s/ Daniel Figenshu
Stock symbol
MOND
Transactions as of
Apr 18, 2023
Transactions value $
-$1,196,000
Form type
4
Date filed
4/19/2023, 06:06 PM
Previous filing
Jul 20, 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 Options Exercise $0 +120K $0.00 120K Apr 18, 2023 Direct F1, 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
transaction MOND Restricted Stock Units Options Exercise -$1.2M -120K -100% $10.00 0 Apr 18, 2023 Class A Common Stock, par value $0.0001 per share 120K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel Figenshu is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to that certain employment agreement (the "Employment Agreement"), effective as of September 30, 2021, by and between the Reporting Person and Mondee Inc. ("Mondee"), Mondee agreed that upon the closing of a business combination with a special purpose acquisition company (a "SPAC"), so long as the Reporting Person remained employed by Mondee until the closing of such business combination, then the Reporting Person would be entitled to receive a number of restricted stock units ("RSUs") of the post-business combination entity equal to $1,196,000.00, divided by the stock price of securities of the SPAC initially offered to the public, which was $10.00.
F2 Mondee consummated its 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, LLC, and other parties thereto, on July 18, 2021. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc. (the "Issuer"). Pursuant to the Employment Agreement, the RSUs vested on July 18, 2022, and the Issuer agreed to deliver the underlying shares of Class A common stock, par value $0.0001 per share, at a later date. In connection with Reporting Person's resignation, the Company delivered the RSUs to the Reporting Person. 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 Form S-4/A filed on June 24, 2022 in connection with the Business Combination.

Remarks:

As of April 19, 2023, the Reporting Person resigned as Chief Financial Officer of the Issuer and is therefore no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person did not have any transactions in the Issuer's securities during the time that he was a Section 16 reporting person other than those previously disclosed in the Initial Statement of Beneficial Ownership of Securities on Form 3, filed on July 21, 2022 and the Statement of Changes in Beneficial Ownership on Form 4 filed on July 20, 2022.