| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/22/2022 | 3. Issuer Name and Ticker or Trading Symbol Waitr Holdings Inc. [ WTRH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share(1)(2) | 6,557,850 | I(3) | By: Luxor Capital Partners, LP |
| Common Stock, par value $0.0001 per share(1)(2) | 1,593,000 | I(4) | By: Luxor Wavefront, LP |
| Common Stock, par value $0.0001 per share(1)(2) | 4,640,850 | I(5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| Common Stock, par value $0.0001 per share(1)(2) | 14,208,300 | I(6) | By: Lugard Road Capital Master Fund, LP |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 6% Convertible Note | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 1,197,429 | 8.52 | I(3) | By: Luxor Capital Partners, LP |
| Warrant (right to buy)(7) | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 142,532 | 8.52 | I(3) | By: Luxor Capital Partners, LP |
| 6% Convertible Note | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 290,873 | 8.52 | I(4) | By: Luxor Wavefront, LP |
| Warrant (right to buy)(7) | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 34,623 | 8.52 | I(4) | By: Luxor Wavefront, LP |
| 6% Convertible Note | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 847,395 | 8.52 | I(5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| Warrant (right to buy)(7) | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 100,868 | 8.52 | I(5) | By: Luxor Capital Partners Offshore Master Fund, LP |
| 6% Convertible Note | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 2,594,362 | 8.52 | I(6) | By: Lugard Road Capital Master Fund, LP |
| Warrant (right to buy)(7) | 11/15/2018 | 11/15/2022 | Common Stock, par value $0.0001 per share | 308,822 | 8.52 | I(6) | By: Lugard Road Capital Master Fund, LP |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management"), Lugard Road Capital GP, LLC ("Lugard GP"), Jonathan Green and Christian Leone (collectively, the "Reporting Persons"). |
| 2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. |
| 3. Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund. |
| 4. Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund. |
| 5. Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. |
| 6. Securities owned directly by Lugard Road Capital Master Fund, LP ("Lugard Master Fund"). Each of Lugard GP and Luxor Capital Group, as the general partner and investment manager, respectively of Lugard Master Fund, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, and as a managing member and controlling person of Lugard GP, may be deemed to beneficially own the securities owned directly by Lugard Master Fund. Jonathan Green as a managing member and controlling person of Lugard GP may be deemed to beneficially own the securities owned by Lugard Master Fund. |
| 7. Beneficial ownership of the warrants is subject to the Conversion Cap (as defined herein). In accordance with Rule 13d-4 under the Act, each of Luxor Capital Group, Luxor Management and Mr. Leone disclaim beneficial ownership of 586,845 shares of the Common Stock, par value $0.0001 per share, underlying the warrants reported herein, since the amount of shares into which such Reporting Persons' warrants are exchangeable is limited pursuant to the terms of such instruments, to that amount which would result in such Reporting Persons together with their affiliates having beneficial ownership of shares not exceeding 9.99% of all of the outstanding shares of Common Stock, par value $0.0001 per share of the Issuer (the "Conversion Cap"). |
| LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel | 08/01/2022 | |
| LUXOR WAVEFRONT, LP By: LCG Holdings, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel | 08/01/2022 | |
| LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: Luxor Capital Group, LP Investment Manager By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel | 08/01/2022 | |
| LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC General Partner By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel | 08/01/2022 | |
| LCG HOLDINGS, LLC By: /s/ Norris Nissim Name: Norris Nissim Title: General Couns | 08/01/2022 | |
| LUGARD ROAD CAPITAL GP, LLC By: /s/ Jonathan Green Name: Jonathan Green Title: Managing Member | 08/01/2022 | |
| LUXOR MANAGEMENT, LLC By: /s/ Norris Nissim Name: Norris Nissim Title: General Counsel | 08/01/2022 | |
| By: /s/ Norris Nissim Name: Norris Nissim as Agent for Jonathan Green | 08/01/2022 | |
| By: /s/ Norris Nissim Name: Norris Nissim as Agent for Christian Leone | 08/01/2022 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
