Armen Yeghyazarians - Mar 21, 2023 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role: Chief Financial Officer
Signature: /s/ Annette Finch, Attorney-in-Fact
Stock symbol: ASAP
Transactions as of: Mar 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/22/2023, 06:37 PM
Previous filing: Sep 6, 2022
Next filing: Sep 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASAP	Common Stock	Options Exercise	$0	+1.67K	+142.88%	$0.00	2.83K	Mar 21, 2023	Direct	F1
transaction	ASAP	Common Stock	Tax liability	$0	-619	-21.86%	$0.00	2.21K	Mar 21, 2023	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) - 032122	Options Exercise	$0	-1.67K	-33.32%	$0.00	3.33K	Mar 21, 2023	Common Stock	1.67K		Direct	F2, F3
holding	ASAP	Restricted Stock Units (RSUs) - 092221						3.33K	Mar 21, 2023	Common Stock	3.33K		Direct	F2, F4

* 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 ("Common Stock"), which resulted in the Reporting Person's ownership of issued and outstanding Common Stock being reduced from 23,316 shares of Common Stock to 1,166 shares of Common Stock.
F2	The Reverse Stock Split also impacted outstanding derivative securities issued pursuant to the Issuer's 2018 Amended and Restated Omnibus Incentive Plan, which resulted in the Reporting Person's ownership of derivative securities being reduced accordingly.
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 5,000 RSUs (as adjusted for the Reverse Stock Split) 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 March 21, 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).
F4	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 5,000 RSUs (as adjusted for the Reverse Stock Split) 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 September 22, 2021 (the Grant Date), beginning on September 2, 2022 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).