Fertitta Tilman J Form 4 Waitr / TILMAN J FERTITTA ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FERTITTA TILMAN J

(Last) (First) (Middle)

C/O WAITR HOLDINGS INC.

214 JEFFERSON STREET, SUITE 200

(Street)

LAFAYETTE LA 70501

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/15/2019		M		10,965	A	(1)	1,010,965	D
Common Stock								4,000,000	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	11/15/2019		M			10,965	(4)	(4)	Common Stock	10,965	$0.00	0	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	19,779		19,779	D

Explanation of Responses:

1. One share of common stock was issued upon the vesting of each restricted stock unit ("RSU").

2. The securities are held directly by Fertitta Entertainment, Inc. The Reporting Person is the sole shareholder, Chairman and Chief Executive Officer of Fertitta Entertainment, Inc., and as such has voting and dispositive control over all of the securities held directly by Fertitta Entertainment, Inc.

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).

4. On January 10, 2019, the Reporting Person was granted 10,965 RSUs, which vested on 11/15/2019.

5. Such RSUs vest on the day prior to the 2020 Annual Meeting of Stockholders of the Issuer, subject to the Reporting Person's continued service on the Issuer's board of directors on such vesting date.

Remarks:

	/s/ Annette L. Finch, Attorney-in-Fact	11/18/2019
	** Signature of Reporting Person	Date
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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