ITHAX Acquisition (ITHX) director Fintiklis bought 260,000 shares for $2.6M at $10.00

Insider transactions reported

Orestes Fintiklis (director at ITHAX Acquisition Corp., ITHX) reported that they bought 260,000 shares for $2.6M at $10.00, and acquired 6,007,500 shares, and disposed of 810,300 shares on Jul 18, 2022. After these transactions the filing shows 725,000 shares held indirectly (By Ithax Cyprus) and 5,922,200 shares held directly.

Reporting person

Fintiklis Orestes

Options and other derivatives

Holdings before and after

• Class A Common Stock, par value $0.0001 per share: 465,000 to 725,000 indirect, By Ithax Cyprus
• Class A Common Stock, par value $0.0001 per share: 725,000 to 5,922,200 direct
• Class B Ordinary Shares, par value $0.001: 6,007,500 to 0 indirect, By Sponsor
• Warrants: 0 to 232,500 indirect, By Sponsor
• Restricted Stock Units: 0 to 5,000 direct

Footnotes from the filing

1. 1. Pursuant to that certain subscription agreement, dated December 20, 2021 (the Subscription Agreement ) by and between ITHAX Acquisition Sponsor LLC, a Delaware corporation (the Sponsor ) and Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the Issuer ), the Issuer agreed to sell, and the Sponsor agreed to purchase, 260,000 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the Class A Common Stock ) at $10.00 per share, in connection with the Issuer's initial business combination (the Business Combination ) pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the Business Combination Agreement ). As part of the Business Combination, the Issuer changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc.
2. 2. On June 6, 2022, pursuant to that certain assignment and assumption of subscription agreement (the Assignment ), the Sponsor assigned all of its right, title, and interest in and to the Subscription Agreement to ITHAX Acquisition Sponsor Cy Ltd., a company organized under the laws of Cyprus ( Ithax Cyprus ), and Ithax Cyprus accepted the assignment and assumed all of the Sponsor's right title, and interest in the Subscription Agreement. The Reporting Person is the majority shareholder of Ithax Cyprus, and as such the Reporting Person has voting and investment discretion with respect to the 260,000 shares of Class A Common Stock owned by Ithax Cyprus. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. 3. In connection with the completion of Business Combination pursuant to that certain Business Combination Agreement, the Class B ordinary shares, par value $0.001 per share, of the Issuer (the Class B Ordinary Shares ) automatically converted into shares of Class A Common Stock on a one-for-one basis for no additional consideration. The Reporting Person is the sole director of Ithaca Capital Partners 6 LLC, a Delaware limited liability company ( Ithaca ), a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
4. 4. In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain Sponsor Support Agreement, dated as of December 20, 2021, by and among the Issuer, Mondee Holdings II, Inc. ( Mondee ), and the Sponsor (the Sponsor Support Agreement ). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit 603,750 shares of Class A Common Stock if Mondee waived in writing the condition set forth in Section 7.03(e) of the Business Combination Agreement (the Available Cash Condition ). On July 18, 2022, Mondee notified the Sponsor in writing that it waived the Available Cash Condition. Thus, the Sponsor forfeited 603,750 shares of Class A Common Stock pursuant to the Sponsor Support Agreement.
5. 5. Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the Assignment Agreement ) by and between the Sponsor and George Syllantavos, an individual ( Syllantavos ), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement.
6. 6. The Sponsor is the record holder of 232,500 warrants of the Issuer (the Warrants ) representing the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants become exercisable on August 17, 2022. The Reporting Person is the sole director of Ithaca, a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Warrants held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Warrants held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported Warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
7. 7. Restricted stock units granted on July 18, 2022 under the Mondee Holdings, Inc. 2022 Equity Incentive Plan and applicable restricted stock unit award agreement (the RSU Award Agreement ). Each restricted stock unit is the economic equivalent of one share of Class A Common Stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in shares of Class A Common Stock upon vesting. Under the RSU Award Agreement, 1/3 of the restricted stock units will vest if the Issuer's Class A Common Stock price reaches or exceeds a volume-weighted average price of $12.50, $15.00 and $18.00 for any 20 days within any 30 day trading period.

Transaction codes in this filing

Open-market purchase:

Code P marks a purchase in the open market or a private deal. The insider paid for these securities.

Conversion of a derivative:

Code C marks the conversion of a derivative, such as preferred stock or units, into another security.

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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