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

---

---

---

---

(1) Includes  126,795 Shares and 49,471 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 349,487 Shares and 136,359 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.

---

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to the Initial Schedule 13D filed by the undersigned on November 22, 2022 (“Amendment No. 1”), and further amended by Amendment No. 2 filed by the undersigned on November 30, 2022 (“Amendment No. 2,” and collectively with Amendment No.1 and the Initial Schedule 13D, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Shares”), of Waitr Holdings Inc., a Delaware corporation (the “Issuer”).  This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.  Except as set forth herein, the Schedule 13D is unmodified.

The Reporting Persons paid the following to acquire the Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund:

(i)	$3,688,385 in connection with the purchase of Shares; and

(ii)	the Reporting Persons obtained the Convertible Notes in connection with the Luxor Funds entering into the Convertible Notes Agreement (as defined below).  The Reporting Persons paid a total of $42,327,845 for the Convertible Notes currently owned by them.

The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.  See Item 4 of this Schedule 13D.

(a)

The Onshore Fund may be deemed to beneficially own  249,075 Shares, including 69,907 Shares issuable upon conversion of the Convertible Notes, constituting approximately 2.4% of outstanding Shares.

The Offshore Master Fund may be deemed to beneficially own 176,266, including 49,471 Shares issuable upon conversion of the Convertible Notes, constituting approximately 1.7% 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 176,266 Shares beneficially owned by the Offshore Master Fund, constituting approximately 1.7% of the outstanding Shares.

The Lugard Master Fund may be deemed to beneficially own 539,648 Shares, including 151,461 Shares issuable upon conversion of the Convertible Notes, constituting approximately 5.1% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 539,648 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 5.1% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 539,648 Shares owned by the Lugard GP, constituting approximately 5.1% of the outstanding Shares.

The Wavefront Fund may be deemed to beneficially own 60,505, including 16,981 Shares issuable upon conversion of the Convertible Notes, constituting less than 1.0% of the outstanding Shares.

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to beneficially own the 485,846 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 4.6% of the outstanding Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 1,025,494 Shares beneficially owned in the aggregate by the Luxor Funds, constituting approximately 9.6% of the outstanding Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 1,025,494 Shares beneficially owned by Luxor Capital Group, constituting approximately 9.6% of the outstanding Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 1,025,494 Shares beneficially owned by Luxor Management, constituting approximately 9.6% of the outstanding Shares.

(c)            The transactions effected by the Reporting Persons since the filing of Amendment No. 2 are set forth on Schedule B attached hereto.

(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.

(e)            Not applicable.

---

---

---

---

---