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^*

ITHAX Acquisition Sponsor, LLC

(Last)

(First)

(Middle)

10800 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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2022

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	09/13/2022		J⁽¹⁾⁽²⁾		5,197,200	D	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D⁽¹⁾⁽²⁾

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)
Warrants	$11.5	09/13/2022		J⁽¹⁾⁽²⁾			232,500	08/17/2022	07/18/2027	Class A Common Stock, par value $0.0001 per share	232,500	⁽¹⁾⁽²⁾	0	D⁽¹⁾⁽²⁾

Explanation of Responses:

1. In connection with the dissolution of the Reporting Person, as effected by the filing of a certificate of cancellation with the Secretary of State of the State of Delaware on September 13, 2022 (the "Certificate of Cancellation"), the Reporting Person has disposed of its holdings of shares of Class A common stock, par value $0.0001 (the "Common Stock"), and warrants representing the right to purchase shares of Common Stock at an exercise price of $11.50 per share (the "Warrants", and together with the Common Stock, the "Securities") of Mondee Holdings, Inc., a Delaware corporation, by distributing the Securities to the respective ultimate beneficial owners of each of the Reporting Person's managing members for no consideration. The Warrants became exercisable on August 17, 2022.

2. As of September 13, 2022, the Reporting Person was dissolved and wound up pursuant to the Certificate of Cancellation and is therefore no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person did not have any transactions in the Issuer's securities during the time that it was a Section 16 reporting person other than those previously disclosed in the Initial Statement of Beneficial Ownership of Securities on Form 3, filed on January 27, 2021, the Statement of Changes in Beneficial Ownership on Form 4, filed on February 2, 2021, and the Statement of Changes in Beneficial Ownership on Form 4, filed on July 20, 2022.

	/s/ Orestes Fintiklis Orestes Fintiklis, Director of Ithaca Capital Partners 6, managing member of ITHAX Acquisition Sponsor LLC	09/15/2022
	** 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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