Sec Form 4 Filing - LeBlanc Joseph @ Waitr Holdings Inc. - 2019-06-05

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 LeBlanc Joseph 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) Former Director (Last) (First) (Middle) C/O WAITR HOLDINGS INC., 844 RYAN STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2019 (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 Common Stock 06/05/2019 M 6,098 A 132,484 D

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 Restricted Stock Units ( 2 ) 06/05/2019 M 6,098 ( 3 ) ( 3 ) Common Stock 6,098 $ 0 4,867 D Restricted Stock Units ( 2 ) 06/05/2019 D 4,867 ( 3 ) ( 3 ) Common Stock 4,867 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeBlanc Joseph C/O WAITR HOLDINGS INC. 844 RYAN STREET, SUITE 300 LAKE CHARLES, LA70601 Former Director Signatures /s/ Joel Rubinstein, Attorney-in-Fact 06/06/2019 Signature of Reporting Person Date

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 )On January 10, 2019, the Reporting Person was granted 10,965 RSUs. The RSUs were scheduled to vest on November 15, 2019, subject to the Reporting Person's continued service on the Issuer's board of directors (the "Board") on such vesting date. The Reporting Person did not stand for re-election at the 2019 Annual Meeting of Stockholders of the Issuer. The Board approved a pro-rated vesting of 6,098 RSUs for the Reporting Person on June 5, 2019, with the remaining 4,867 RSUs being forfeited.

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).

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