UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Waitr Holdings Inc.

(formerly known as Landcadia Holdings, Inc.)

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

930752100

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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 (“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).

Item 1.

The Company’s principal executive offices are located at 844 Ryan Street, Suite 300, Lake Charles, Louisiana 70601.

Item 2.

This statement relates to shares of common stock of the Issuer (“Common Stock”) held directly by Sunley House Capital Master Limited Partnership, a Cayman Islands exempted limited partnership (“Sunley House Master Fund”). The general partner of Sunley House Master Fund is Sunley House Capital GP LLC, a Delaware limited liability company (“Sunley House GP”), and Sunley House Capital Management LLC, a Delaware limited liability company (“Sunley House Manager”) acts as the investment manager to the Sunley House Master Fund. Advent International Corporation (“Advent” and, together with Sunley House Master Fund, Sunley House GP and Sunley House Manager, the “Reporting Persons”) is the sole member of both Sunley House GP and Sunley House Manager. Investors invest in one or more of the following feeder funds: Sunley House Capital Fund LP, Sunley House Capital Limited Partnership, Sunley House Capital Fund Ltd. and Sunley House Capital Ltd. (collectively, the “Sunley House Feeder Funds”), which are the limited partners of the Sunley House Master Fund. None of the Sunley House Feeder Funds owns shares of Common Stock directly and none has investment authority over the shares of Common Stock held directly by the Sunley House Master Fund.

The address of the principal business office of each Reporting Person is 800 Boylston Street, Boston, MA 02199.

Advent International Corporation – Delaware

Sunley House Capital Management LLC – Delaware

Sunley House Capital GP LLC – Delaware

Sunley House Capital Master Limited Partnership – Cayman Islands

Common stock, par value $0.0001 per share

930752100

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4. Ownership

For each of the Reporting Persons:

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

See Exhibit 2

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Exhibit 2

MEMBERS OF A GROUP

Advent International Corporation

Sunley House Capital Management LLC

Sunley House Capital GP LLC

Sunley House Capital Master Fund Limited Partnership