SEC Form SC 13D/A filed by Waitr Holdings Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [__].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 1,150,596 Shares issuable upon conversion of the Convertible Notes (as defined below) and 116,209 Shares issuable upon exercise of the Debt Warrants (as defined below).

(1)

(1) Includes 241,602 Shares issuable upon conversion of the Convertible Notes and 24,399 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 37,895 Shares issuable upon conversion of the Convertible Notes and 3,830 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 2,492,892 Shares issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 2,244,345 Shares issuable upon conversion of the Convertible Notes and 226,677 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 2,492,892 Shares issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 2,492,892 Shares issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.

(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt Warrants.

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on November 27, 2018, as previously amended by Amendment No. 1 (“Amendment No.1”) and Amendment No. 2 (“Amendment No. 2” and collectively with Amendment No.1, the “Schedule 13D”).  This Amendment No. 3 is being filed solely to correct an inadvertent administrative error in respect of the number of shares listed as beneficially owned by the Offshore Master Fund, the Offshore Feeder Fund, LCG Holdings, the Lugard Master Fund, Lugard GP and Mr. Green (each as defined herein) and amends and supplements the Schedule 13D as specifically set forth herein.  Except as set forth herein, the Schedule 13D is unmodified.

(a)            The Onshore Fund may be deemed to beneficially own 1,266,805 Shares (consisting of 1,150,596 Shares issuable upon conversion of the Convertible Notes and 116,209 Shares issuable upon exercise of the Debt Warrants), constituting approximately 1.0% of outstanding Shares.

The Offshore Master Fund may be deemed to beneficially own 896,491 Shares (consisting of 814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of outstanding Shares.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 896,491 Shares beneficially owned by the Offshore Master Fund, constituting less than 1% of the outstanding Shares.

The Lugard Master Fund may be deemed to beneficially own 2,744,679 Shares (consisting of 2,492,892 Shares issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants), constituting approximately 2.2% of outstanding Shares.  Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 2,744,679 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 2.2% of the outstanding Shares.  Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 2,744,679 Shares owned by Lugard GP, constituting approximately 2.2% of the outstanding Shares.

The Wavefront Fund may be deemed to beneficially own 266,001 Shares (consisting of 241,602 Shares issuable upon conversion of the Convertible Notes and 24,399 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of the outstanding Shares.

The Gibraltar Fund may be deemed to beneficially own 41,725 Shares (consisting of 37,895 Shares issuable upon conversion of the Convertible Notes and 3,830 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of the outstanding Shares.

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Gibraltar Fund and the Offshore Master Fund, may be deemed to beneficially own the 2,471,022 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Gibraltar Fund and the Offshore Master Fund, constituting approximately 2.0% of the outstanding Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 5,215,702 Shares owned in the aggregate by the Luxor Funds, constituting approximately 4.3% of the outstanding Shares.  Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 5,215,702 Shares beneficially owned by Luxor Capital Group, constituting approximately 4.3% of the outstanding Shares.  Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the  5,215,702 Shares owned by Luxor Management, constituting approximately 4.3% of the outstanding Shares.

The percentage ownership amounts set forth herein are based on a total of 122,509,152 outstanding Shares, comprised of 117,293,450 Shares as reported on the Issuer’s Prospectus Rule 424(B)(3) filed on August 19, 2021, plus 5,215,702 Shares underlying the Convertible Notes and the Debt Warrants.

(c)            There have been no transactions effected since the filing of Amendment No. 2.

(d)            No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

September 17, 2021

	LUXOR CAPITAL PARTNERS, LP
	By:	LCG Holdings, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR WAVEFRONT, LP
	By:	LCG Holdings, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR GIBRALTAR, LP, on behalf of itself and Luxor Gibraltar, LP – Series I
	By:	LCG Holdings, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUGARD ROAD CAPITAL MASTER FUND, LP
	By:	Lugard Road Capital GP, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
	By:	LCG Holdings, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
	By:	Luxor Capital Group, LP Investment Manager
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR CAPITAL GROUP, LP
	By:	Luxor Management, LLC General Partner
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LCG HOLDINGS, LLC
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUGARD ROAD CAPITAL GP, LLC
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	LUXOR MANAGEMENT, LLC
	By:	/s/ Norris Nissim
		Name:	Norris Nissim
		Title:	General Counsel

	/s/ Norris Nissim
	NORRIS NISSIM, as Agent for Jonathan Green

	/s/ Norris Nissim
	NORRIS NISSIM, as Agent for Christian Leone