WTRH Waitr Holdings Inc

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 * Green Jonathan	2. Issuer Name and Ticker or Trading Symbol Waitr Holdings Inc. [ WTRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O WAITR HOLDINGS INC., 214 JEFFERSON STREET, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 6/4/2020
(Street) LAFAYETTE, LA 70501 (City)        (State)        (Zip)	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

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
Common Stock	6/4/2020		M		19779	A	(1)	19779	D
Common Stock								5198049	I	See footnote (2)

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	6/4/2020		M			19779	(4)	(4)	Common Stock	19779	$0.00	0	D
Warrants	(5)							(5)	(5)	Common Stock	210353		210353	I	See footnote (6)
Convertible Promissory Notes	(7)							(7)	(7)	Common Stock	2080922		2080922	I	See footnote (6)

Explanation of Responses:
(1)	One share of common stock was issued upon the vesting of each restricted stock unit ("RSU").
(2)	Mr. Green is a managing member and controlling person of Lugard Road Capital GP, LLC, the general partner of Lugard Road Capital Master Fund, LP ("Lugard Road Master"), which is an investment fund affiliated with Luxor Capital Group, LP ("Luxor Capital"). Mr. Green may be deemed to beneficially own 5,198,049 of the 9,894,506 shares of the Issuer's common stock held by Luxor Capital. Mr. Green 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)	Each RSU represents a contingent right to receive one share of the Issuer's common stock or an equivalent amount in cash (or partly in cash and partly in shares).
(4)	On June 5, 2019, the Reporting Person was granted 19,779 RSUs, which vested on June 4, 2020.
(5)	The warrants were issued on November 15, 2018 in connection with a senior secured first priority term loan facility provided by Lugard Road Master and one or more of its funds and/or affiliates (collectively, "Luxor") to Landcadia Merger Sub, Inc., a wholly owned subsidiary of the Issuer, in the aggregate principal amount of $25,000,000. The warrants are exercisable at any time at an exercise price of $12.51 and will expire November 15, 2022. The number of warrants and exercise price reflect the impact of a triggered down-round provision in connection with the Issuer's follow-on public offering on May 21, 2019 (the "Offering").
(6)	Securities are held directly by Lugard Road Master. Mr. Green disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(7)	On November 15, 2018, $60,000,000 in aggregate principal amount of convertible promissory notes (the "Notes") were issued to Luxor Capital, $31,574,000 of which was issued to Lugard Road Master. The Notes currently bear interest at a rate of 6% per annum, paid quarterly (half payable in cash and half as payment-in-kind), and will mature on November 14, 2022. As of June 4, 2020, the outstanding aggregate principal amount of the Notes totaled $49,469,193, of which $26,032,334 was issued to Lugard Road Master. Upon maturity, the Notes (and any accrued but unpaid interest) will be repaid in cash or converted into shares of common stock, at the holder's election. At any time, at the holder's election, each Note may be converted in whole or in part into shares of common stock at a rate of $12.51 per share. The exercise price reflects the impact of the triggered down-round feature in connection with the Offering.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Green Jonathan C/O WAITR HOLDINGS INC. 214 JEFFERSON STREET, SUITE 200 LAFAYETTE, LA 70501	X

Signatures
/s/ Annette L. Finch, Attorney-in-Fact		6/8/2020
**Signature of Reporting Person		Date