SEC Form 4 · accession 0001144204-18-060917
Waitr Holdings Inc. · WTRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 9:00 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 |
|---|---|---|---|---|---|---|---|---|
| Class F Common StockF1 | Nov 15, 2018 | D | 30,000 | — | D | 3,095,000 | D | |
| Common StockF2,F5 | Nov 15, 2018 | A | 3,095,000 | — | A | 3,733,561 | D | |
| Common StockF3,F5 | Nov 15, 2018 | A | 800,000 | — | A | 4,533,561 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sponsor WarrantsF3,F4 | $11.50 | Nov 15, 2018 | D | 7,000,000 | D | — | — | Class A common stock | 3,500,000 | 0 | D |
Explanation of responses
- F1In connection with the consummation of the Issuer's initial business combination with Waitr Incorporated on November 15, 2018 (the "business combination"), the Reporting Person forfeited to the Issuer for no consideration 30,000 shares of Class F common stock, par value $0.0001 per share ("Class F common stock").
- F2In connection with the consummation of the business combination, each outstanding share of the Issuer's Class F common stock was converted into one share of the Issuer's common stock, par value $0.0001 ("common stock"), in accordance with the Issuer's second amended and restated certificate of incorporation. The Reporting Person held 3,095,000 shares of Class F common stock just prior to the consummation of the business combination, which were converted into 3,095,000 shares of common stock upon consummation of the business combination.
- F3In connection with the business combination, Luxor Capital Group, LP, on behalf of Lugard Road Capital Master Fund, LP, and of one or more of its funds and/or affiliates (collectively, "Luxor") agreed to (a) provide a senior secured first priority term loan facility to the Issuer's wholly owned subsidiary in the aggregate principal amount of $25,000,000 (the "Debt Facility") and (b) purchase from the Issuer an aggregate principal amount of $60,000,000 of the Issuer's convertible promissory notes (together with the Debt Facility, the "Debt Financings"). In connection with the Debt Financings, the Reporting Person agreed to exchange the 7,000,000 warrants purchased by it in private placement in connection with the Issuer's initial public offering (the "Sponsor Warrants") for 800,000 shares of common stock at the closing of the business combination.
- F4Each Sponsor Warrant was exercisable to purchase one-half of one share of Class A common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-210980). In connection with the Debt Financings, the Sponsor Warrants were exchanged for shares of common stock at the closing of the business combination as described above.
- F5Includes 638,561 shares of Common Stock held by Jefferies LLC, which were acquired in a transaction exempt from Rule 16(a) of the Securities Exchange Act, as amended.
Remarks
Former 10% Owner and Former Director by Deputization. Prior to the consummation of the business combination, Richard Handler served on the Board of Directors as a representative of the Reporting Person. Mr. Handler resigned from the Board of Directors, effective upon the consummation of the business combination. Accordingly, until the closing of the business combination, the Reporting Person may have been deemed to be a director by virtue of the fact Mr. Handler served as the Reporting Person's representative on the Board of Directors of the Issuer.