Sec Form 4 Filing - Pritchard Thomas C. @ Waitr Holdings Inc. - 2023-04-11

Insider filing report for Changes in Beneficial Ownership
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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
Pritchard Thomas C.
2. Issuer Name and Ticker or Trading Symbol
Waitr Holdings Inc. [ ASAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
C/O WAITR HOLDINGS INC., 214 JEFFERSON STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2023
(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 ( 1 ) 04/11/2023 M 3,250 A $ 0 18,359 D
Common Stock 04/11/2023 F 792 D $ 0.2891 17,567 D
( 3 )
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 (RSUs) - 041122 ( 2 ) 04/11/2023 M 3,250 ( 3 ) ( 3 ) Common Stock 3,250 $ 0 6,500 D
Restricted Stock Units (RSUs) - 070120 ( 2 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 6,666 6,666 D
Restricted Stock Units (RSUs) - 081921 ( 2 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 13,333 13,333 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pritchard Thomas C.
C/O WAITR HOLDINGS INC.
214 JEFFERSON STREET, SUITE 200
LAFAYETTE, LA70501
General Counsel
Signatures
/s/ Annette Finch, Attorney-in-Fact 04/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 22, 2022, the Issuer effected a one-for-twenty reverse stock split (the "Reverse Stock Split") of all of its issued and outstanding shares of common stock ("Common Stock"), which resulted in the Reporting Person's ownership of issued and outstanding Common Stock being reduced from 302,183 shares of Common Stock to 15,109 shares of Common Stock as of November 22, 2022.
( 2 )The Reverse Stock Split also impacted outstanding derivative securities issued pursuant to the Issuer's 2018 Amended and Restated Omnibus Incentive Plan, which resulted in the Reporting Person's ownership of derivative securities being reduced accordingly.
( 3 )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). One-third of the grant of 9,750 RSUs (as adjusted for the Reverse Stock Split) shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of April 11, 2022, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
( 4 )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). One-third of the grant of 20,000 RSUs (as adjusted for the Reverse Stock Split) shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of July 1, 2020, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
( 5 )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). One-third of the grant of 20,000 RSUs (as adjusted for the Reverse Stock Split) shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of August 19, 2021, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).

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