Sec Form 4 Filing - Stream William Gray @ Waitr Holdings Inc. - 2020-06-04

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 Stream William Gray 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WAITR HOLDINGS INC., 214 JEFFERSON STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2020 (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 Common Stock 06/04/2020 M 19,779 A 102,964 D Common Stock 1,474,736 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )

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 ( 14 ) 06/04/2020 M 19,779 ( 15 ) ( 15 ) Common Stock 19,779 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stream William Gray C/O WAITR HOLDINGS INC. 214 JEFFERSON STREET, SUITE 200 LAFAYETTE, LA70501 X Signatures /s/ Annette L. Finch, Attorney-in-Fact 06/04/2020 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 )William Gray Stream has voting and dispositive control over 100,000 shares held directly by Stream Family LP and over the shares owned by the entities named in footnotes (3) through (13). Accordingly, Mr. Stream may be deemed to have or share beneficial ownership of such shares. Mr. Stream disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 3 )Mr. Stream has voting and dispositive control over 509,324 shares held directly by Stream Investment Holdings, LLC. ( 4 )Mr. Stream has voting and dispositive control over 12,500 shares held directly by Matilda Gray Stream Trust FBO Sanders Griffin Hempel U/T/A DTD 05/31/2016. ( 5 )Mr. Stream has voting and dispositive control over 12,900 shares held directly by Matilda Gray Stream Trust FBO M Stream & Children U/A DTD 01/02/2012. ( 6 )Mr. Stream has voting and dispositive control over 16,000 shares held directly by Matilda Gray Stream Trust FBO Harold King Stream U/A DTD 11/25/2015. ( 7 )Mr. Stream has voting and dispositive control over 23,000 shares held directly by Matilda Gray Stream Trust FBO Fielder W Hempel U/A 12/06/2012. ( 8 )Mr. Stream has voting and dispositive control over 23,000 shares held directly by Matilda Gray Stream Trust FBO Geddings A Hempel UTA DTD 12/22/11. ( 9 )Mr. Stream has voting and dispositive control over 23,000 shares held directly by Matilda Gray Stream Trust FBO Lillian Stream U/A DTD 05/23/2012. ( 10 )Mr. Stream has voting and dispositive control over 31,000 shares held directly by Matilda Gray Stream Trust FBO Matilda Stream U/A DTD 07/26/2010. ( 11 )Mr. Stream has voting and dispositive control over 617,049 shares held directly by Mithras, LLC. ( 12 )Mr. Stream has voting and dispositive control over 9,169 shares held directly by Steam Financial Services, LLC. ( 13 )Mr. Stream has voting and dispositive control over 97,794 shares held directly by Sierra Pelican, LLC. ( 14 )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). ( 15 )On June 5, 2019, the Reporting Person was granted 19,779 RSUs, which vested on June 4, 2020.

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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