Statement of Changes in Beneficial Ownership (4)
November 17 2022 - 04:52PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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|
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)
10/17/2022
|
(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 |
11/15/2022 |
|
S |
|
358076 |
D |
$0.1199 |
13850224 |
I |
See Footnote (1) |
Common Stock |
11/16/2022 |
|
S |
|
11103 |
D |
$0.1199 |
13839121 |
I |
See Footnote (1) |
Common Stock |
11/17/2022 |
|
S |
|
85494 |
D |
$0.1143 |
13753627 |
I |
See Footnote (1) |
Common Stock |
10/17/2022 |
|
G |
|
19779 (2) |
D |
$0 |
0 |
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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Convertible Promissory Notes (3) |
$7.95 |
|
|
|
|
|
|
11/15/2018 |
5/15/2024 |
Common Stock |
2802509.0 |
|
2802509 |
I |
See Footnote (4) |
Explanation of
Responses: |
(1) |
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. |
(2) |
This transaction represents
a charitable donation. This is not a market transaction, thus no
price has been reported. No value was received for the donated
shares. |
(3) |
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 4.5% per annum, paid quarterly (up to 33.3%
as payment-in-kind if elected by Waitr Holdings Inc.), and will
mature on May 15, 2024. As of November 16, 2022, the outstanding
aggregate principal amount of the Notes totaled $42,338,530, of
which $22,279,945 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 $7.95 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 of $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. |
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 |
|
|
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Signatures
|
/s/Annette L. Finch, as
Attorney-in-Fact |
|
11/17/2022 |
**Signature of
Reporting Person |
Date |
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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