SEC Form 3 · accession 0000899243-19-003917
Waitr Holdings Inc. · WTRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Damon E. Schramm
Officer — Chief Legal Officer
Period of report
Feb 11, 2019
Accepted (ET)
Feb 15, 2019 · 9:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001653247
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,594 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF1,F2 | $12.20 | holding | — | — | — | — | — | Common Stock | 16,393 | — | D |
| Deferred Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 60,155 | — | D |
Explanation of responses
- F1One-third of the options will vest and become exercisable on each of the first, second and third anniversaries of February 1, 2019.
- F2The options will generally expire on the tenth anniversary of February 1, 2019, subject to earlier expiration upon termination of the Reporting Person's employment with the Issuer.
- F3On January 17, 2019, the Issuer consummated the acquisition (the "Acquisition") of BiteSquad.com, LLC ("Bite Squad"), pursuant to an Agreement and Plan of Merger, dated as of December 11, 2018 (the "Merger Agreement"), by and among the Issuer, Bite Squad and Wingtip Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement, the Reporting Person has the right to receive 60,155 shares of the Issuer's common stock six months from the closing of the Acquisition, subject to the Reporting Person's continued employment with the Issuer through such date. The closing price of the Issuer's common stock was $11.95 on the effective date of the Acquisition.
Remarks
See Exhibit 24.1 - Power of Attorney