Sec Form 4 Filing - Jefferies Financial Group Inc. @ Waitr Holdings Inc. - 2018-11-15

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 Jefferies Financial Group Inc. 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 _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O WAITR HOLDINGS INC., 844 RYAN STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2018 (Street) LAKE CHARLES, LA70601 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 Class F Common Stock 11/15/2018 D 30,000 D 3,095,000 D Common Stock 11/15/2018 A 3,095,000 A 3,733,561 D ( 5 ) Common Stock 11/15/2018 A 800,000 A 4,533,561 D ( 5 )

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 Sponsor Warrants $ 11.5 11/15/2018 D 7,000,000 ( 3 ) ( 4 ) ( 4 ) Class A common stock 3,500,000 $ 0.5 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jefferies Financial Group Inc. C/O WAITR HOLDINGS INC. 844 RYAN STREET, SUITE 300 LAKE CHARLES, LA70601 See Remarks Signatures /s/ Joel Rubinstein, Attorney-in-Fact 11/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the consummation of the Issuer's initial business combination with Waitr Incorporated on November 15, 2018 (the "business combination"), the Reporting Person forfeited to the Issuer for no consideration 30,000 shares of Class F common stock, par value $0.0001 per share ("Class F common stock"). ( 2 )In connection with the consummation of the business combination, each outstanding share of the Issuer's Class F common stock was converted into one share of the Issuer's common stock, par value $0.0001 ("common stock"), in accordance with the Issuer's second amended and restated certificate of incorporation. The Reporting Person held 3,095,000 shares of Class F common stock just prior to the consummation of the business combination, which were converted into 3,095,000 shares of common stock upon consummation of the business combination. ( 3 )In connection with the business combination, Luxor Capital Group, LP, on behalf of Lugard Road Capital Master Fund, LP, and of one or more of its funds and/or affiliates (collectively, "Luxor") agreed to (a) provide a senior secured first priority term loan facility to the Issuer's wholly owned subsidiary in the aggregate principal amount of $25,000,000 (the "Debt Facility") and (b) purchase from the Issuer an aggregate principal amount of $60,000,000 of the Issuer's convertible promissory notes (together with the Debt Facility, the "Debt Financings"). In connection with the Debt Financings, the Reporting Person agreed to exchange the 7,000,000 warrants purchased by it in private placement in connection with the Issuer's initial public offering (the "Sponsor Warrants") for 800,000 shares of common stock at the closing of the business combination. ( 4 )Each Sponsor Warrant was exercisable to purchase one-half of one share of Class A common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-210980). In connection with the Debt Financings, the Sponsor Warrants were exchanged for shares of common stock at the closing of the business combination as described above. ( 5 )Includes 638,561 shares of Common Stock held by Jefferies LLC, which were acquired in a transaction exempt from Rule 16(a) of the Securities Exchange Act, as amended.

Remarks: Former 10% Owner and Former Director by Deputization. Prior to the consummation of the business combination, Richard Handler served on the Board of Directors as a representative of the Reporting Person. Mr. Handler resigned from the Board of Directors, effective upon the consummation of the business combination. Accordingly, until the closing of the business combination, the Reporting Person may have been deemed to be a director by virtue of the fact Mr. Handler served as the Reporting Person's representative on the Board of Directors of the Issuer.

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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