Jefferies Financial Group Inc. — Director's Dealing 2018

Nov 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Waitr Holdings Inc. (WTRH)
CIK: 0001653247
Period of Report: 2018-11-15

Reporting Person: Jefferies Financial Group Inc. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-15	Class F Common Stock	D	30000	—	Disposed	3095000	Direct
2018-11-15	Common Stock	A	3095000	—	Acquired	3733561	Direct
2018-11-15	Common Stock	A	800000	—	Acquired	4533561	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-15	Sponsor Warrants	$11.50	D	7000000	Disposed		Class A common stock (3500000)	Direct

Footnotes

F1: In connection with the consummation of the Issuer's initial business combination with Waitr Incorporated on November 15, 2018 (the "business combination"), the Reporting Person forfeited to the Issuer for no consideration 30,000 shares of Class F common stock, par value $0.0001 per share ("Class F common stock").

F2: In connection with the consummation of the business combination, each outstanding share of the Issuer's Class F common stock was converted into one share of the Issuer's common stock, par value $0.0001 ("common stock"), in accordance with the Issuer's second amended and restated certificate of incorporation. The Reporting Person held 3,095,000 shares of Class F common stock just prior to the consummation of the business combination, which were converted into 3,095,000 shares of common stock upon consummation of the business combination.

F3: In connection with the business combination, Luxor Capital Group, LP, on behalf of Lugard Road Capital Master Fund, LP, and of one or more of its funds and/or affiliates (collectively, "Luxor") agreed to (a) provide a senior secured first priority term loan facility to the Issuer's wholly owned subsidiary in the aggregate principal amount of $25,000,000 (the "Debt Facility") and (b) purchase from the Issuer an aggregate principal amount of $60,000,000 of the Issuer's convertible promissory notes (together with the Debt Facility, the "Debt Financings"). In connection with the Debt Financings, the Reporting Person agreed to exchange the 7,000,000 warrants purchased by it in private placement in connection with the Issuer's initial public offering (the "Sponsor Warrants") for 800,000 shares of common stock at the closing of the business combination.

F4: Each Sponsor Warrant was exercisable to purchase one-half of one share of Class A common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-210980). In connection with the Debt Financings, the Sponsor Warrants were exchanged for shares of common stock at the closing of the business combination as described above.

F5: Includes 638,561 shares of Common Stock held by Jefferies LLC, which were acquired in a transaction exempt from Rule 16(a) of the Securities Exchange Act, as amended.