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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

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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^*

D'Ambrosio Mark

(Last)

(First)

(Middle)

C/O WAITR HOLDINGS INC.

214 JEFFERSON ST, SUITE 200

(Street)

LAFAYETTE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Sales Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2021		M		111,000	A	⁽¹⁾	111,000	D
Common Stock	05/28/2021		F		27,029	D	$2.03	83,971	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/28/2021		M			111,000	⁽³⁾	⁽³⁾	Common Stock	111,000	$0.00	222,000	D

Explanation of Responses:

1. One share of common stock was issued upon the vesting of each restricted stock unit ("RSU").

2. Each RSU represents a contingent right to receive one share of the Issuer's common stock or an equivalent amount in cash (or partly in cash and partly in shares).

3. One-third of such RSUs vest on each of the first three anniversaries of May 28, 2020, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change of Control (as defined in the Waitr Holdings Inc. 2018 Omnibus Incentive Plan).

Remarks:

	/s/ Annette L. Finch, Attorney-in-Fact	06/01/2021
	** 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 ("EDGAR") 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. (the "Company") 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 23, 2021




                                           /s/ Mark D'Ambrosio
                                         _________________________________
                                         Signature