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)

7/22/2022
(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 7/22/2022  C  14208300 A$0.25 14208300 (1)I See Footnote (2)
Common Stock         19779 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
Convertible Promissory Notes (3)$8.52 7/22/2022  C     $3552075  11/15/2018 5/15/2024 Common Stock 14208300.0 (1)$0 2594362 I See Footnote (4)
Warrants (5)$8.52           11/15/2018 11/15/2022 Common Stock 308822.0  308822 I See Footnote (4)

Explanation of Responses:
(1) The shares will be issued following satisfaction of the Nasdaq Stock Market notification and compliance requirements and is currently anticipated to be during the week of August 1, 2022.
(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 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) On November 15, 2018, $60,000,000 in aggregate principal amount of convertible promissory notes (the "Notes") were issued to the lenders, $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 if elected), and will mature on May 15, 2024. As of July 21, 2022, the outstanding aggregate principal amount of the Notes totaled $48,754,123, of which $25,656,044 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 issuer'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 $8.52 per share. Pursuant to the Conversion Agreement dated July 22, 2022, the noteholders are permitted to convert up to $6,750,000 of principal into stock at a share price equal to $0.25.
(4) 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.
(5) On November 15, 2018, the Company issued warrants to the holders of the Notes. At July 22, 2022, the warrants are exercisable for 586,845 shares of the Company's common stock (308,822 for Lugard Road Master), with an exercise price of $8.52 per share. The warrants expire on November15, 2022 and include customary anti-dilution protection, including broad-based weighted average adjustments for certain issuances of additional shares. Additionally, holders of the warrants have customary registration rights with respect to the shares underlying the warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Green Jonathan
C/O WAITR HOLDINGS INC.
214 JEFFERSON STREET, SUITE 200
LAFAYETTE, LA 70501
X



Signatures
/s/Annette L. Finch, as Attorney-in-Fact7/28/2022
**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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