Thomas C. Pritchard - Apr 11, 2023 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role
General Counsel
Signature
/s/ Annette Finch, Attorney-in-Fact
Stock symbol
ASAP
Transactions as of
Apr 11, 2023
Transactions value $
-$229
Form type
4
Date filed
4/12/2023, 05:26 PM
Previous filing
Aug 23, 2022
Next filing
Jul 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ASAP Common Stock Options Exercise $0 +3.25K +21.51% $0.00 18.4K Apr 11, 2023 Direct F1
transaction ASAP Common Stock Tax liability -$229 -792 -4.31% $0.29 17.6K Apr 11, 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) - 041122 Options Exercise $0 -3.25K -33.33% $0.00 6.5K Apr 11, 2023 Common Stock 3.25K Direct F2, F3
holding ASAP Restricted Stock Units (RSUs) - 070120 6.67K Apr 11, 2023 Common Stock 6.67K Direct F2, F4
holding ASAP Restricted Stock Units (RSUs) - 081921 13.3K Apr 11, 2023 Common Stock 13.3K Direct F2, 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 ("Common Stock"), which resulted in the Reporting Person's ownership of issued and outstanding Common Stock being reduced from 302,183 shares of Common Stock to 15,109 shares of Common Stock as of November 22, 2022.
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 9,750 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 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).
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 20,000 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 July 1, 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).
F5 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 20,000 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 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).