Jonathan Green - Nov 23, 2022 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role: Director
Signature: /s/Annette L. Finch, as Attorney-in-Fact
Stock symbol: ASAP
Transactions as of: Nov 23, 2022
Transactions value $: -$213,652
Form type: 4
Date filed: 11/28/2022, 04:15 PM
Previous filing: Nov 21, 2022
Next filing: Dec 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASAP	Common Stock	Sale	-$5.73K	-3.99K	-0.59%	$1.44^*	670K	Nov 23, 2022	See Footnote	F1, F2
transaction	ASAP	Common Stock	Sale	-$2.22K	-1.8K	-0.27%	$1.24^*	668K	Nov 25, 2022	See Footnote	F2
transaction	ASAP	Common Stock	Sale	-$206K	-139K	-20.81%	$1.48^*	529K	Nov 28, 2022	See Footnote	F2

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
holding	ASAP	Convertible Promissory Notes						142K	Nov 23, 2022	Common Stock	142K	$156.78	See Footnote	F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	On November 22, 2022, the Issuer effected a one-for-twenty reverse stock split (the "Reverse Stock Split") of all of its issued and outstanding shares of common stock, which resulted in the Reporting Person's indirect beneficial ownership of issued and outstanding common stock being reduced from 13,482,369 shares of common stock to 674,118 shares of common stock.
F2	Mr. Green is a managing member and controlling person of Lugard Road Capital GP, LLC, the general partner of Lugard Road Capital Master Fund, LP ("Lugard Road Master"), which is an investment fund affiliated with Luxor Capital Group, LP ("Luxor Capital"). 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	On November 15, 2018, $60,000,000 in aggregate principal amount of convertible promissory notes (the "Notes") were issued to Luxor Capital, $31,574,000 of which was issued to Lugard Road Master. The Notes currently bear interest at a rate of 4.5% per annum, paid quarterly (up to 33.3% as payment-in-kind if elected by Waitr Holdings), and will mature on May 15, 2024. As of November 28, 2022, the outstanding aggregate principal amount of the Notes totaled $42,338,530, of which $22,279,945 was issued to Lugard Road Master. 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 $156.78 per share.
F4	As a result of the Reverse Stock Split, the conversion price for the Notes was increased from $7.84 (the price as of November 21, 2022) to $156.78, and the number of shares underlying the Notes was reduced from 2,802,509 shares to 142,110 shares.
F5	Securities are held directly 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.