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Ownership Document
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| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 12/31/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1828852 |
| Issuer Name: Mondee Holdings, Inc. |
| Issuer Trading Symbol: MOND |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1932040 |
| | Owner Name: Dullum James |
| Reporting Owner Address: |
| | Owner Street 1: 1800 PECAN PARK BLVD. |
| | Owner Street 2: SUITE 315 |
| | Owner City: AUSTIN |
| | Owner State: TX |
| | Owner ZIP Code: 78750 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Operating Officer |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0001 per share |
| | Transaction Date: |
| | | Value: 12/31/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 100,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 267,788 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: 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 100,000 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"). |
| Footnote - F2: 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. |
| Footnote - F3: 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 12,500 Earn-Out Shares being issued on March 31, 2024, and the final 12,500 Earn-Out Shares being issued on December 31, 2025. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ James Dullum |
| Signature Date: 1/3/24 |
