FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waters Meredith		 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
(Last)          (First)          (Middle)

1800 PECAN PARK BLVD., SUITE 315		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2023
(Street)

AUSTIN, TX 78750		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.0001 per share 4/24/2023  A  19165 (1)(2)A (1)(2)19165 (1)(2)D  
Class A Common Stock, par value $0.0001 per share 4/24/2023  A  4190 (1)(3)A (1)(3)23355 (1)(3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Waters Meredith
1800 PECAN PARK BLVD.
SUITE 315
AUSTIN, TX 78750

General Counsel
Signatures
/s/ Meredith Waters4/26/2023
**Signature of Reporting PersonDate
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 control number.
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