Jesus Portillo - 20 Apr 2023 Form 4 Insider Report for Mondee Holdings, Inc.

Role: Chief Financial Officer
Signature: /s/ Jesus Portillo
Issuer symbol: MOND on OTC
Transactions as of: 20 Apr 2023
Net transactions value: $0
Form type: 4
Filing time: 20 Apr 2023, 18:15:10 UTC
Next filing: 03 Jan 2024
SEC: View on sec.gov

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	Award	$0	+250,000		$0.000000	250,000	20 Apr 2023	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Restricted stock units ("RSUs") granted on April 20, 2023 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement") in connection with the Reporting Person's employment as chief financial officer of Mondee Holdings, Inc., a Delaware corporation (the "Issuer"). Each RSU is the economic equivalent of one share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). RSUs accrue dividend equivalents in the form of additional RSUs and are payable in shares of Common Stock upon vesting. Under the RSU Award Agreement, the RSUs will vest in 20 equal quarterly installments over five years, with the initial 12,500 RSUs vesting on July 1, 2023 and the final 12,500 RSUs vesting on April 1, 2028, subject to the other terms and conditions of the RSU Award Agreement.

Content

Restricted stock units ("RSUs") granted on April 20, 2023 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the "RSU Award Agreement") in connection with the Reporting Person's employment as chief financial officer of Mondee Holdings, Inc., a Delaware corporation (the "Issuer"). Each RSU is the economic equivalent of one share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). RSUs accrue dividend equivalents in the form of additional RSUs and are payable in shares of Common Stock upon vesting. Under the RSU Award Agreement, the RSUs will vest in 20 equal quarterly installments over five years, with the initial 12,500 RSUs vesting on July 1, 2023 and the final 12,500 RSUs vesting on April 1, 2028, subject to the other terms and conditions of the RSU Award Agreement.

Remarks:

Pursuant to that certain employment agreement, effective as of April 20, 2023, by and between the Issuer and the Reporting Person (the "Employment Agreement"), the Issuer agreed to issue to the Reporting Person up to 180,000 shares of Common Stock (the "Earn-Out Shares") under that certain Earn-Out Agreement, dated as of December 20, 2021, by and among the Issuer and the other parties thereto (the "Earn-Out Agreement"). In addition to being subject to certain vesting and forfeiture terms in the Earn-Out Agreement, the Issuer will grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 22,500 Earn-Out Shares being issued on July 20, 2023, and the final 22,500 Earn-Out Shares being issued on April 20, 2025, so long as the Employment Agreement has not been terminated either due to the Reporting Person's voluntary termination of the Employment Agreement or by the Issuer for Cause (as defined in the Employment Agreement). The Reporting Person does not yet hold the Earn-Out Shares, but will begin to report the acquisition of such Earn-Out Shares starting on July 20, 2023.