Mark D'Ambrosio - May 28, 2022 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role: Chief Sales Officer
Signature: /s/ Annette Finch, Attorney-in-Fact
Stock symbol: ASAP
Transactions as of: May 28, 2022
Transactions value $: -$6,641
Form type: 4
Date filed: 5/31/2022, 05:17 PM
Previous filing: Apr 12, 2022
Next filing: Aug 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASAP	Common Stock	Options Exercise	$0	+111K	+132.19%	$0.00	195K	May 28, 2022	Direct
transaction	ASAP	Common Stock	Tax liability	-$6.64K	-35.2K	-18.07%	$0.19	160K	May 28, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ASAP	Restricted Stock Units (RSUs) - 052820	Options Exercise	$0	-111K	-50%	$0.00	111K	May 28, 2022	Common Stock	111K		Direct	F1
holding	ASAP	Restricted Stock Units (RSUs) - 081921						332K	May 28, 2022	Common Stock	332K		Direct	F2
holding	ASAP	Restricted Stock Units (RSUs) - 041122						160K	May 28, 2022	Common Stock	160K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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). One-third of the grant of 333,000 RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of May 28, 2020, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
F2	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). One-third of the grant of 332,000 RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of August 19, 2021, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
F3	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). One-third of the grant of 160,000 RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of April 11, 2022, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).