SEC FORM 4

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)

1800 PECAN PARK BLVD.

SUITE 315

(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)
04/24/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	04/24/2023		A		19,165⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	19,165⁽¹⁾⁽²⁾	D
Class A Common Stock, par value $0.0001 per share	04/24/2023		A		4,190⁽¹⁾⁽³⁾	A	⁽¹⁾⁽³⁾	23,355⁽¹⁾⁽³⁾	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") granted to the Reporting Person on April 24, 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 general counsel 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.

2. Under the RSU Award Agreement, the Reporting Person is to receive an annual grant of RSUs on the start day of each employment year with a value of $300,000, using the 20-day volume weighted average price of the Common Stock ("VWAP") to determine the number of RSUs to be granted. For the 2023 annual grant, the Reporting Person received a pro-rated grant of 19,165 RSUs with a value of $205,833, calculated using the 20-day VWAP as of April 24, 2023, which was $10.74 per share of Common Stock. Such RSUs vest as follows: 5,199 RSUs vest on June 30, 2023, and 6,938 RSUs vest on each of September 30, 2023 and December 31, 2023.

3. Under the RSU Award Agreement, the Reporting Person received a one-time grant of 4,190 RSUs with a value of $45,000, calculated using the 20-day VWAP of the Common Stock as of April 24, 2023, which was $10.74 per share of Common Stock. Such RSUs vest on April 24, 2024.

Remarks:

	/s/ Meredith Waters	04/26/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Waters Meredith