Sec Form 4 Filing - GRIMSTAD CARL A @ Waitr Holdings Inc. - 2020-04-23

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GRIMSTAD CARL A 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O WAITR HOLDINGS INC., 214 JEFFERSON STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2020 (Street) LAFAYETTE, LA70501 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option $ 0.37 01/03/2020 A 1 ( 1 ) 01/03/2025 Common Stock 9,572,397 $ 0 1 D Restricted Stock Units ( 2 ) 04/23/2020 A 3,134,325 ( 2 ) ( 2 ) Common Stock 3,134,325 $ 0 3,134,325 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRIMSTAD CARL A C/O WAITR HOLDINGS INC. 214 JEFFERSON STREET, SUITE 200 LAFAYETTE, LA70501 X Chief Executive Officer Signatures /s/ Adam Berkaw, Attorney-in-Fact 04/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's right to purchase the shares of Waitr Holdings Inc.'s (the "Company") common stock, par value $0.0001 per share, generally vests and becomes exercisable as follows: (i) one-half (1/2) of the Option shall vest and become exercisable on January 3, 2021 and (ii) one-half (1/2) of the Option shall vest and become exercisable on January 3, 2022; provided, that, in each case, the Reporting Person's employment agreement has not been previously terminated; provided further, that, the Option shall fully vest upon the date of termination of the employment agreement by the Reporting Person for Good Reason (as defined therein) or by the Company for reason other than Misconduct (as defined therein). This Option was previously granted and reported on a Form 4 filed with the SEC on January 6, 2020. ( 2 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of the Company. The RSUs shall vest upon the consummation of a Corporate Change (as defined in the Reporting Person's employment agreement), provided that the employment agreement has not been previously terminated; provided further, that, the RSUs shall fully vest upon the date of termination of the employment agreement by the Reporting Person for Good Reason (as defined therein) or by the Company for reason other than Misconduct (as defined therein).

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).

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