Carl A. Grimstad - Apr 11, 2023 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role: Chief Executive Officer, Director
Signature: /s/ Annette Finch, Attorney-in-Fact
Stock symbol: ASAP
Transactions as of: Apr 11, 2023
Transactions value $: -$4,693
Form type: 4
Date filed: 4/12/2023, 05:27 PM
Previous filing: Jan 4, 2023
Next filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASAP	Common Stock	Options Exercise	$0	+66.7K	+162.45%	$0.00	108K	Apr 11, 2023	Direct
transaction	ASAP	Common Stock	Tax liability	-$4.69K	-16.2K	-15.07%	$0.29	91.5K	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	-66.7K	-33.33%	$0.00	133K	Apr 11, 2023	Common Stock	66.7K		Direct	F1, F2
holding	ASAP	Restricted Stock Units (RSUs) - 042320						157K	Apr 11, 2023	Common Stock	157K		Direct	F1, F3
holding	ASAP	Restricted Stock Units (RSUs) - 042321						117K	Apr 11, 2023	Common Stock	117K		Direct	F1, F4
holding	ASAP	Stock Options - 010320						479K	Apr 11, 2023	Common Stock	479K	$7.40	Direct	F1, 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. 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 accordingly.
F2	Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant of 200,000 RSUs (as adjusted for the Reverse Stock Split) was made to the Reporting Person on April 11, 2022. The RSUs shall vest in three generally equal installments on the first, second and third anniversaries of such grant date, subject to the Reporting Person's continued employment through the applicable vesting date; provided further, that, the RSUs vest upon (i) a Corporate Change (as defined in the Reporting Person's employment agreement), subject to the Reporting Person's continued employment through the closing of such Corporate Change, (ii) termination by the Reporting Person of the employment agreement for Good Reason (as defined therein), or (iii) termination by the Company of the employment agreement for other than Misconduct (as defined therein).
F3	Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest upon the consummation of a Corporate Change (as defined in the Reporting Person's employment agreement), provided that the employment agreement has not been previously terminated; provided further, that, the RSUs shall fully vest upon the termination of the employment agreement by the Reporting Person for Good Reason (as defined therein) of by the Company for reason other than Misconduct (as defined therein).
F4	Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant of 175,000 RSUs (as adjusted for the Reverse Stock Split) was made to the Reporting Person on April 23, 2021. The RSUs shall vest in three (3) equal installments on the first, second and third anniversaries of January 3, 2022, subject to the Reporting Person's continued employment through the applicable vesting date; provided further, that, the RSUs vest upon (i) a Corporate Change (as defined in the Reporting Person's employment agreement), subject to the Reporting Person's continued employment through the closing of such Corporate Change, (ii) termination by the Reporting Person of the employment agreement for Good Reason (as defined therein), or (iii) termination by the Company of the employment agreement for other than Misconduct (as defined therein).
F5	The Reporting Person's right to purchase the shares of the Issuer's common stock vested and became exercisable as follows: (i) 1/2 of the option vested and became exercisable on January 2, 2021 and (ii) 1/2 of the option vested and became exercisable on January 2, 2022.