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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GRIMSTAD CARL A
(Last) (First) (Middle)
C/O WAITR HOLDINGS INC.
214 JEFFERSON STREET, SUITE 200
(Street)
LAFAYETTE LA 70501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Waitr Holdings Inc. [ WTRH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $0.37 (1) 01/03/2025 Common Stock 9,572,397 1 D
Restricted Stock Units (2) (2) (2) Common Stock 3,134,325 3,134,325 D
Restricted Stock Units (3) 04/23/2021 A 3,500,000 (3) (3) Common Stock 3,500,000 $0.00 3,500,000 D
Explanation of Responses:
1. The Reporting Person's right to purchase the shares of Waitr Holdings Inc.'s (the "Company") common stock, par value $0.0001 per share, generally vests and becomes exercisable as follows: (i) one-half (1/2) of the Option vested and became exercisable on January 3, 2021 and (ii) one-half (1/2) of the Option shall vest and become exercisable on January 3, 2022, provided that the Reporting Person's employment agreement has not been previously terminated; provided further, that, the Option shall fully vest upon the date of termination of the employment agreement by the Reporting Person for Good Reason (as defined therein) or by the Company for reason other than Misconduct ( as defined therein). This Option was previously granted and reported on a Form 4 filed with the SEC on January 6, 2020.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of the Company. 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 date of termination of the employment agreement by the Reporting Person for Good Reason (as defined therein) or by the Company for reason other than Misconduct (as defined therein).
3. Each RSU represents a contingent right to receive one share of common stock of the Company. 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 shall fully 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).
Remarks:
/s/ Annette Finch 04/27/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


	The undersigned constitutes and appoints Thomas C. Pritchard and Annette Finch,
or either of them acting singly, as the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, to:

1.	prepare, sign, and submit to the Securities and Exchange Commission (the
"SEC") on its Electronic Data Gathering, Analysis, and Retrieval Filer
Management website a Form ID application, including any amendments and exhibits
thereto, and any other related documents as may be necessary or appropriate, to
obtain from the SEC access codes to permit filing on the SEC's EDGAR system,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done as required by any rule or regulation of the SEC and the EDGAR Filer Manual
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and

2.	sign any and all SEC statements of beneficial ownership of securities of
Waitr Holdings Inc. on Schedule 13D as required under Section 13 and Forms 3, 4
and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as
amended, and any amendments thereto, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the SEC, the Company
and any stock exchange on which any of the Company's securities are listed,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done under said Section 13 and Section 16(a), as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

	A copy of this power of attorney shall be filed with the SEC.  The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the
attorneys-in-fact.

	The authority granted hereby shall in no event be deemed to impose or create
any duty on behalf of the attorneys-in-fact with respect to the undersigned's
obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

Dated: April 22, 2021


                                          /s/ Carl A. Grimstad

                                          Carl A. Grimstad