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 *

Gundumogula Prasad		 2. Issuer Name and Ticker or Trading Symbol

Mondee Holdings, Inc. [ MOND ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

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

3/15/2023
(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 3/15/2023  J(1)  60800000 D$0 0 I 100% by Mondee Holdings LLC 
Class A Common Stock, par value $0.0001 per share 3/15/2023  J(2)  3308046 A$0 9698494 D  
Class A Common Stock, par value $0.0001 per share 3/15/2023  J(3)  21837168 A$0 21837168 I 100% by Mondee Group LLC 
Class A Common Stock, par value $0.0001 per share 3/15/2023  J(4)  587422 A$0 587422 I 100% by Spouse 

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) On March 15, 2023, Mondee Holdings, LLC ("Mondee Holdings") effected a pro rata distribution of the shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of Mondee Holdings, Inc. (the "Company") to the equity holders of Mondee Holdings (such transaction, the "Pro Rata Distribution"). After the Pro Rata Distribution, Mondee Holdings ceased to own any shares of Common Stock.
(2) In connection with the Pro Rata Distribution, the Reporting Person received these shares of Common Stock for no consideration.
(3) In connection with the Pro Rata Distribution, Mondee Group, LLC ("Mondee Group") received these shares of Common Stock for no consideration. The Reporting Person is sole managing member of Mondee Group. As such, the Reporting Person has voting and investment discretion with respect to the shares of Common Stock held of record by Mondee Group, and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by Mondee Group.
(4) In connection with the Pro Rata Distribution, the Reporting Person's spouse received these shares of Common Stock for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gundumogula Prasad
1800 PECAN PARK BLVD.
SUITE 315
AUSTIN, TX 78750		XXChief Executive Officer
Signatures
/s/ Prasad Gundumogula3/24/2023
**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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