Statement of Changes in Beneficial Ownership (4)
June 16 2021 - 5:00PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Holzer Charles |
2. Issuer Name and Ticker or Trading Symbol
Waitr Holdings Inc.
[
WTRH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
214 JEFFERSON ST, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2021 |
(Street)
LAFAYETTE, LA 70501
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/15/2021 | | M | | 200000 | A | (1) | 200000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (2) | 6/15/2021 | | M | | | 200000 | (3) | (3) | Common Stock | 200000 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 6/15/2021 | | A | | 120192 | | (4) | (4) | Common Stock | 120192 | $0.00 | 120192 | 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). |
(3) | Such RSUs fully vest on the earlier of (i) the one year anniversary of the grant date, (ii) the date of the 2021 Annual Meeting of Stockholders of the Issuer and (iii) a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan), subject to, in each case, the Reporting Person's continued service on the Issuer's board of directors on the vesting date. |
(4) | Such RSUs fully vest on the earlier of (i) the one year anniversary of the grant date, (ii) the date of the 2022 Annual Meeting of Stockholders of the Issuer and (iii) a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan), subject to, in each case, the Reporting Person's continued service on the Issuer's board of directors on the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Holzer Charles 214 JEFFERSON ST SUITE 200 LAFAYETTE, LA 70501 | X |
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Signatures
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/s/ Annette Finch, Attorney-in-Fact | | 6/16/2021 |
**Signature of Reporting Person | Date |
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