SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Waters Meredith

(Last)

(First)

(Middle)

10800 PECAN PARK BLVD.

SUITE 400

(Street)

AUSTIN

78750

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mondee Holdings, Inc. [ MOND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	01/02/2024		A		102,389⁽¹⁾	A	$0	145,744	D
Class A Common Stock, par value $0.0001 per share	04/02/2024		F		7,590⁽²⁾	D	$2.31	138,154	D
Class A Common Stock, par value $0.0001 per share	04/12/2024		D		100,622⁽³⁾	D	$0	37,532	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units ("RSUs") payable in shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Mondee Holdings, Inc. (the "Issuer"), granted on January 2, 2024 under the Issuer's 2022 Equity Incentive Plan and applicable RSU award agreement dated January 2, 2024. The RSUs are accompanied by dividend equivalent rights. 25,597 RSUs will vest on each of March 31, 2024, June 30, 2024 and September 30, 2024 and another 25,598 RSUs will vest on December 31, 2024, provided Ms. Waters, the Reporting Person, remains employed with the Issuer on those dates.

2. Represents shares of Common Stock withheld to cover tax withholding obligations in connection with the vesting of RSUs granted to the Reporting Person on January 2, 2024.

3. Represents RSU awards forfeited as a result of the Reporting Person terminating her position effective April 12, 2024. 76,432 RSUs were forfeited from the applicable RSU agreement dated January 2, 2024, 20,000 RSUs were forfeited from the applicable RSU agreement dated December 31, 2023, and 4,190 RSUs were forfeited from the applicable RSU agreement dated April 24, 2023.

Remarks:

This filing constitutes a Form 4 exit filing for Meredith Waters, the Reporting Person, as she is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended and therefore will no longer report any such transactions on Form 4 or Form 5.

	/s/ Meredith Waters, by Jesus Portillo, Attorney-in-Fact	04/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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