SEC Form 4 · accession 0001144204-18-060909
Waitr Holdings Inc. · WTRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Green
Director
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 8:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001653247
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | — | Nov 15, 2018 | A | 202,400 | A | — | — | Common Stock | 202,400 | 202,400 | I |
| Convertible Promissory NotesF3,F2 | — | Nov 15, 2018 | A | 2,428,769 | A | — | — | Common Stock | 2,428,769 | 2,428,769 | I |
Explanation of responses
- F1The warrants are exercisable at any time at an exercise price of $13.00 per share and will expire 11/15/2022. The warrants were issued in connection with a senior secured first priority term loan facility provided by Lugard Road Capital Master Fund, LP and of one or more of its funds and/or affiliates (collectively, ""Luxor"") to Landcadia Merger Sub, Inc., a wholly owned subsidiary of the Issuer, in the aggregate principal amount of $25,000,000.
- F2Securities held directly by Lugard Road Master Capital Master Fund (""Lugard Road Master""). The Reporting Person is a managing member and controlling person of Lugard Road Capital GP, LLC, the general partner of Lugard Road Master, and therefore may be deemed to beneficially own the securities held by Lugard Road Master. Mr. Green disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- F3$60,000,000 aggregate principal amount of the convertible promissory notes (the ""Notes"") were issued to Luxor, $31,574,000 of which was issued to Lugard Road Master. The Notes will bear interest at 1.0% per annum, paid quarterly in cash and will mature on 11/14/2022. Upon maturity, the Notes (and any accrued but unpaid interest) will be repaid in cash or converted into shares of common stock, at the holder's election. At any time, at the holder's election, each Note may be converted in whole or in part into shares of common stock at a rate of $13.00 per share (subject to a 9.9% conversion cap).