Statement of Changes in Beneficial Ownership (4)

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 ^* Bogdanov Leo	2. Issuer Name and Ticker or Trading Symbol Waitr Holdings Inc. [ WTRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer, CAO
(Last) (First) (Middle) C/O WAITR HOLDINGS INC., 214 JEFFERSON STREET, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 8/29/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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)
Common Stock	8/29/2021		M		42735	A	⁽¹⁾	122021	D
Common Stock	8/29/2021		F		13077	D	$1.16	108944	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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	8/29/2021		M			42735	⁽²⁾	⁽²⁾	Common Stock	42735	$0.00	42736	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	81196		81196	D
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	85000		85000	D

Explanation of Responses:
(1)	One share of common stock was issued upon the vesting of each restricted stock unit ("RSU").
(2)	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). One-third of the original grant of 128,206 RSUs shall vest on each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of August 29, 2019, beginning on the first anniversary of such date, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. 2018 Omnibus Incentive Plan).
(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). One-third of the original grant of 121,794 RSUs shall vest on each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of May 22, 2020, beginning on the first anniversary of such date, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. 2018 Omnibus Incentive Plan).
(4)	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). One-third of the original grant of 85,000 RSUs shall vest on each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of April 23, 2021, beginning on the first anniversary of such date, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. 2018 Omnibus Incentive Plan).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bogdanov Leo C/O WAITR HOLDINGS INC. 214 JEFFERSON STREET, SUITE 200 LAFAYETTE, LA 70501			Chief Financial Officer, CAO