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NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Advent International Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

Accession Number:: 0001193125-19-039539
Form Type:: 13G Filing
Publication Date:: 2019-02-14 09:12:32

Filed By:: Advent International Corp/ma
Company:: Waitr Holdings Inc. (NASDAQ:ASAP)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Advent International Corporation	1,819,838	1,819,838	1,819,838	3.3%
Sunley House Capital Management	1,819,838	1,819,838	1,819,838	3.3%
Sunley House Capital GP	1,819,838	1,819,838	1,819,838	3.3%
Sunley House Capital Master Limited Partnership	1,819,838	1,819,838	1,819,838	3.3%

Filing

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 remainder of this cover page shall be filled out for a reporting persons 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 (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).


CUSIP No. 930752100		13G/A		Page 2 of 12


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 1,819,838
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 1,819,838
	8.	SHARED DISPOSITIVE POWER 0

*	The percentage of shares beneficially owned as set forth in row 11 is based on 54,585,538 shares of common stock of the Issuer outstanding as of December 7, 2018, as disclosed in the Issuers Form S-3, filed on December 7, 2018.


CUSIP No. 930752100		13G/A		Page 3 of 12


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 1,819,838
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 1,819,838
	8.	SHARED DISPOSITIVE POWER 0

*	The percentage of shares beneficially owned as set forth in row 11 is based on 54,585,538 shares of common stock of the Issuer outstanding as of December 7, 2018, as disclosed in the Issuers Form S-3, filed on December 7, 2018.


CUSIP No. 930752100		13G/A		Page 4 of 12


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 1,819,838
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 1,819,838
	8.	SHARED DISPOSITIVE POWER 0

*	The percentage of shares beneficially owned as set forth in row 11 is based on 54,585,538 shares of common stock of the Issuer outstanding as of December 7, 2018, as disclosed in the Issuers Form S-3, filed on December 7, 2018.


CUSIP No. 930752100		13G/A		Page 5 of 12


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 1,819,838
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 1,819,838
	8.	SHARED DISPOSITIVE POWER 0

*	The percentage of shares beneficially owned as set forth in row 11 is based on 54,585,538 shares of common stock of the Issuer outstanding as of December 7, 2018, as disclosed in the Issuers Form S-3, filed on December 7, 2018.


CUSIP No. 930752100		13G/A		Page 6 of 12

Item 1.

(a)

Name of Issuer

The name of the issuer is Waitr Holdings Inc. formerly known as Landcadia Holdings, Inc., a Delaware corporation (the Issuer).

(b)

Address of Issuers Principal Executive Offices

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

Item 2.

(a)

Name of Person Filing

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.

(b)

Address of Principal Business Office

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

(c)

Citizenship

Advent International Corporation Delaware

Sunley House Capital Management LLC Delaware

Sunley House Capital GP LLC Delaware

Sunley House Capital Master Limited Partnership Cayman Islands

(d)

Title of Class of Securities

Common stock, par value $0.0001 per share

(e)

CUSIP Number

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:


(a) ☐		Broker or dealer registered under Section 15 of the Exchange Act.

(b) ☐		Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) ☐		Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) ☐		Investment company registered under Section 8 of the Investment Company Act.

(e) ☒		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); *


CUSIP No. 930752100		13G/A		Page 7 of 12


(f) ☐		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ☐		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) ☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) ☐		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) ☐		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

*	Relates only to Advent International Corporation and Sunley House Capital Management LLC

Item 4. Ownership

For each of the Reporting Persons:

(a)

Amount beneficially owned: 1,819,838 shares of Common Stock

(b)

Percent of class: 3.3%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,819,838

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 1,819,838

(iv)

Shared power to dispose or to direct the disposition of: 0

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


CUSIP No. 930752100		13G/A		Page 8 of 12

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.


CUSIP No. 930752100		13G/A		Page 9 of 12

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.

February 14, 2019

Date

Advent International Corporation

By: Eileen Sivolella, Authorized Signatory

/s/ Eileen Sivolella

Signature

Sunley House Capital Management LLC

By: Advent International Corporation, Manager

By: Eileen Sivolella, Authorized Signatory

/s/ Eileen Sivolella

Signature

Sunley House Capital GP LLC

By: Advent International Corporation, Manager

By: Eileen Sivolella, Authorized Signatory

/s/ Eileen Sivolella

Signature

Sunley House Capital Master Fund Limited Partnership

By: Sunley House Capital GP LLC, General Partner

By: Advent International Corporation, Manager

By: Eileen Sivolella, Authorized Signatory

/s/ Eileen Sivolella

Signature


CUSIP No. 930752100		13G/A		Page 10 of 12

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 2.		List of Members of a Group