0001828852-24-000006.txt : 20240103
0001828852-24-000006.hdr.sgml : 20240103
20240103211440
ACCESSION NUMBER: 0001828852-24-000006
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231231
FILED AS OF DATE: 20240103
DATE AS OF CHANGE: 20240103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Portillo Jesus
CENTRAL INDEX KEY: 0001973640
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39943
FILM NUMBER: 24509566
MAIL ADDRESS:
STREET 1: 10800 PECAN PARK BLVD
STREET 2: SUITE 315
CITY: AUSTIN
STATE: TX
ZIP: 78750
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mondee Holdings, Inc.
CENTRAL INDEX KEY: 0001828852
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
ORGANIZATION NAME: 01 Energy & Transportation
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10800 PECAN PARK BLVD, SUITE 315
CITY: AUSTIN
STATE: TX
ZIP: 78750
BUSINESS PHONE: (650) 646-3320
MAIL ADDRESS:
STREET 1: 10800 PECAN PARK BLVD, SUITE 315
CITY: AUSTIN
STATE: TX
ZIP: 78750
FORMER COMPANY:
FORMER CONFORMED NAME: ITHAX Acquisition Corp.
DATE OF NAME CHANGE: 20201019
4
1
wk-form4_1704334471.xml
FORM 4
X0508
4
2023-12-31
0
0001828852
Mondee Holdings, Inc.
MOND
0001973640
Portillo Jesus
1800 PECAN PARK BLVD.
SUITE 315
AUSTIN
TX
78750
0
1
0
0
Chief Financial Officer
0
Class A Common Stock, par value $0.0001 per share
2023-12-31
4
J
0
60000
A
490000
D
Pursuant to that certain earn-out agreement, dated December 20, 2021, by and among the Issuer, the Reporting Person, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination (the "Registration Statement"), and the Award Agreement between the Issuer and the Reporting Person date December 31, 2023 (the "Award Agreement"), the Issuer issued to the Reporting Person 60,000 shares of Class A Common Stock (the "Earn-Out Shares"). The Earn-Out Shares vest during the four years period following the Closing Date (the "Vesting Period").
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 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 and cancelled in accordance with the Earn-Out Agreement.
Subject to certain vesting and forfeiture terms in the Earn-Out Agreement and Award Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 7,500 Earn-Out Shares being issued on March 31, 2024, and the final 7,500 Earn-Out Shares being issued on December 31, 2025.
/s/ Jesus Portillo
2024-01-03