Sec Form 4 Filing - Stough Joseph @ Waitr Holdings Inc. - 2019-05-09

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 Stough 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 X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O WAITR HOLDINGS INC., 844 RYAN STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2019 (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 902,711 D Common Stock 24,768 I See Footnote ( 1 ) Common Stock 12,383 I See Footnote ( 2 )

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 ( 3 ) 05/09/2019 A 47,514 ( 4 ) ( 4 ) Common Stock 47,514 $ 0 47,514 D Non-Qualified Stock Options $ 11.26 ( 5 ) ( 5 ) Common Stock 76,377 76,377 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stough Joseph C/O WAITR HOLDINGS INC. 844 RYAN STREET, SUITE 300 LAKE CHARLES, LA70601 President Signatures /s/ Annette L. Finch, Attorney-in-Fact 09/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held directly by Stough Family Trust for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 2 )Shares are held directly by Jolie Ann Stough Trust for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )Each restricted stock unit ("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). ( 4 )One-third of such RSUs vest on each of the first three anniversaries of November 15, 2018, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. ( 5 )One-third of the options will vest and become exercisable on each of the first, second and third anniversaries of December 11, 2018. The options will generally expire on the tenth anniversary of December 11, 2018, subject to earlier expiration upon termination of the Reporting Person's employment with 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).

** 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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