Filing Details

(1)	Includes 51,423 Shares (as defined below), 1,121,000 Shares issuable upon conversion of the Convertible Notes (as defined below), 350,710 Shares issuable upon exercise of the Public Warrants (as defined below) and 93,415 Shares issuable upon exercise of the Debt Warrants (as defined below).

(1)	Includes 11,246 Shares, 272,308 Shares issuable upon conversion of the Convertible Notes, 76,762 Shares issuable upon exercise of the Public Warrants and 22,692 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 33,222 Shares, 793,309 Shares issuable upon conversion of the Convertible Notes, 226,562 Shares issuable upon exercise of the Public Warrants and 66,108 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 33,222 Shares, 793,309 Shares issuable upon conversion of the Convertible Notes, 226,562 Shares issuable upon exercise of the Public Warrants and 66,108 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 54,109 Shares, 2,428,769 Shares issuable upon conversion of the Convertible Notes, 374,291 Shares issuable upon exercise of the Public Warrants and 202,400 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 95,891 Shares, 2,186,617 Shares issuable upon conversion of the Convertible Notes, 654,034 Shares issuable upon exercise of the Public Warrants and 182,215 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 54,109 Shares, 2,428,769 Shares issuable upon conversion of the Convertible Notes, 374,291 Shares issuable upon exercise of the Public Warrants and 202,400 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 150,000 Shares, 1,028,325 Shares issuable upon exercise of the Public Warrants, and a total of 4,863,348 Shares issuable upon conversion of the Convertible Notes and the Debt Warrants in accordance with the Conversion Cap (as defined below).  See Item 5(a) below.

(2)	Calculated in accordance with the Conversion Cap assuming no other Reporting Person has converted or exercised any securities beneficially owned by it.  See Item 5(a) below.

(1)	Includes 150,000 Shares, 1,028,325 Shares issuable upon exercise of the Public Warrants, and a total of 4,863,348 Shares issuable upon conversion of the Convertible Notes and the Debt Warrants in accordance with the Conversion Cap.  See Item 5(a) below.

(2)	Calculated in accordance with the Conversion Cap assuming no other Reporting Person has converted or exercised any securities beneficially owned by it.  See Item 5(a) below.

(1)	Includes 54,109 Shares, 2,428,769 Shares issuable upon conversion of the Convertible Notes, 374,291 Shares issuable upon exercise of the Public Warrants and 202,400 Shares issuable upon exercise of the Debt Warrants.

(1)	Includes 150,000 Shares, 1,028,325 Shares issuable upon exercise of the Public Warrants, and a total of 4,863,348 Shares issuable upon conversion of the Convertible Notes and the Debt Warrants in accordance with the Conversion Cap.  See Item 5(a) below.

(2)	Calculated in accordance with the Conversion Cap assuming no other Reporting Person has converted or exercised any securities beneficially owned by it.  See Item 5(a) below.

 

Item 1.

Security and Issuer.

This statement on Schedule 13D (this "Schedule 13D"). relates to the Common Stock, par value $0.0001 per share (the "Shares"), of Waitr Holdings Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 844 Ryan Street, Suite 300, Lake Charles, Louisiana 70601.

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund.  By virtue of this relationship, the Offshore Feeder Fund may be deemed to beneficially own the Shares owned directly by the Offshore Master Fund.

LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the Shares owned directly by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund.

Lugard GP is the general partner of the Lugard Master Fund. By virtue of this relationship, Lugard GP may be deemed to beneficially own the Shares owned directly by the Lugard Master Fund.

Each of Messrs. Leone and Green is a managing member of Lugard GP and, accordingly, may be deemed to beneficially own the Shares owned directly by the Lugard Master Fund.

Luxor Capital Group acts as the investment manager of the Luxor Funds.  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of each of LCG Holdings and Luxor Management.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the Shares owned directly by the Onshore Fund, the Wavefront Fund, the Lugard Master Fund and the Offshore Master Fund.

Set forth on Schedule A attached hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund.  To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 3.

Source and Amount of Funds or Other Consideration.

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)	$1,527,000 in connection with the purchase of Shares;

(ii)	$1,587,167 in connection with the purchase of Public Warrants;

(iii)

the Reporting Persons obtained the Debt Warrants in connection with the Luxor Funds entering into the Debt Facility (as defined below); and

(iv)	the Reporting Persons obtained the Convertible Notes in connection with the Luxor Funds entering into the Convertible Notes Agreement (as defined below).

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 below.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon other factors, including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the securities of the Issuer without affecting their beneficial ownership of the Shares.

Pursuant to a Credit and Guaranty Agreement dated as of November 15, 2018 to which certain Reporting Persons and the Issuer are parties (the "Debt Facility"), certain Reporting Persons provided a senior secured first priority term loan facility to an affiliate of the Issuer in the aggregate principal amount of $25,000,000 and were issued debt warrants exercisable for 384,615 Shares subject to the Conversion Cap (the "Debt Warrants").  The related agreements are incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on November 21, 2018 (the "8-K").

Pursuant to a Convertible Notes Credit Agreement dated as of November 15, 2018 to which certain Reporting Persons and the Issuer are parties (the "Convertible Notes Agreement"), (i) certain Reporting Persons were issued unsecured convertible promissory notes in the aggregate principal amount of $60,000,000 (the "Convertible Notes"), and (ii) Jonathan Green was granted the right to serve on all committees of the board of directors of the Issuer (unless the board of directors determines in good faith that Jonathan Green does not satisfy the independence and other requirements for service thereon pursuant to Nasdaq rules).  Mr. Green does not have any present plans or proposals outside the scope of his normal fiduciary duties as a director of the Issuer.  The related agreements are incorporated herein by reference to the 8-K.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer's: operations, management, certificate of incorporation and bylaws, composition of the Board of Directors or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof by stock sale, merger, asset sale or tender offer or other means, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in this Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

The Onshore Fund may be deemed to beneficially own 1,616,548 Shares, including 1,121,000 Shares issuable upon conversion of the Convertible Notes, 350,710 Shares issuable upon exercise of public warrants expiring on November 15, 2023 ($11.50 strike price) (the "Public Warrants") and 93,415 Shares issuable upon exercise of the Debt Warrants, constituting approximately 2.9% of outstanding Shares.

The Offshore Master Fund may be deemed to beneficially own 1,119,201 Shares, including 793,309 Shares issuable upon conversion of the Convertible Notes, 226,562 Shares issuable upon exercise of the Public Warrants and 66,108 Shares issuable upon exercise of the Debt Warrants, constituting approximately 2.0% 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 1,119,201 Shares beneficially owned by the Offshore Master Fund, including the 793,309 Shares issuable upon conversion of the Convertible Notes, the 226,562 Shares issuable upon exercise of the Public Warrants and the 66,108 Shares issuable upon exercise of the Debt Warrants, constituting approximately 2.0% of the outstanding Shares.

The Lugard Master Fund may be deemed to beneficially own 3,059,569 Shares, including 2,428,769 Shares issuable upon conversion of the Convertible Notes, 374,291 Shares issuable upon exercise of the Public Warrants and 202,400 Shares issuable upon exercise of the Debt Warrants, constituting approximately 5.3% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 3,059,569 Shares beneficially owned in the aggregate by the Lugard Master Fund, including the 2,428,769 Shares issuable upon conversion of the Convertible Notes, the 374,291 Shares issuable upon exercise of the Public Warrants and the 202,400 Shares issuable upon exercise of the Debt Warrants, constituting approximately 5.3% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 3,059,569 Shares owned by the Lugard GP, including the 2,428,769 Shares issuable upon conversion of the Convertible Notes, the 374,291 Shares issuable upon exercise of the Public Warrants and the 202,400 Shares issuable upon exercise of the Debt Warrants, constituting approximately 5.3% of the outstanding Shares.

The Wavefront Fund may be deemed to beneficially own 383,008 Shares, including 272,308 Shares issuable upon conversion of the Convertible Notes, 76,762 Shares issuable upon exercise of the Public Warrants and 22,692 Shares issuable upon exercise of the Debt Warrants, constituting less than 1% 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 3,118,757 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, including the 2,186,617 Shares issuable upon conversion of the Convertible Notes the 654,034 Shares issuable upon exercise of the Public Warrants and the 182,215 Shares issuable upon exercise of the Debt Warrants, constituting approximately 5.4% of the outstanding Shares.

In accordance with the Conversion Cap (described below), each of  Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own an aggregate of 6,041,673 Shares constituting approximately 9.99% of the outstanding Shares.  Subject to the Conversion Cap, such Reporting Persons currently hold the following securities of the Issuer:

(i)

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 6,178,326 Shares owned in the aggregate by the Luxor Funds, including the 4,615,386 Shares issuable upon conversion of the Convertible Notes, the 1,028,325 Shares issuable upon exercise of the Public Warrants and the 384,615 Shares issuable upon exercise of the Debt Warrants.

(ii)

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 6,178,326 Shares beneficially owned by Luxor Capital Group, including the 4,615,386 Shares issuable upon conversion of the Convertible Notes, the 1,028,325 Shares issuable upon exercise of the Public Warrants and the 384,615 Shares issuable upon exercise of the Debt Warrants.

(iii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 6,178,326 Shares owned by Luxor Management, including the 4,615,386 Shares issuable upon conversion of the Convertible Notes, the 1,028,325 Shares issuable upon exercise of the Public Warrants and the 384,615 Shares issuable upon exercise of the Debt Warrants.

In accordance with Rule 13d-4 under the Act, each of Luxor Capital Group, Luxor Management and Mr. Leone disclaim beneficial ownership of 136,653 Shares, since the amount of Shares into which such Reporting Persons' Debt Warrants and Convertible Notes are each exchangeable or convertible is limited pursuant to the terms of such instruments, to that amount which would result in such Reporting Persons together with their affiliates having beneficial ownership of Shares not exceeding 9.99% of all of the outstanding Shares (the "Conversion Cap").

Each of the Wavefront Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned by the Wavefront Fund.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

See Items 4 and 5(a) above.

As described in Item 4 above, Jonathan Green will serve on the board of directors of the Issuer.  As a result, Mr. Green intends to take an active role in working with the Issuer's management on operational, financial and strategic initiatives.

The Luxor Funds entered into a registration rights agreement with the Issuer pursuant to which they received certain registration rights with respect to the Debt Warrants, the Shares issuable upon exercise of the Debt Warrants and the Shares issuable upon conversion of the Convertibles Notes held by the Luxor Funds.  This registration rights agreement is incorporated herein by reference to the 8-K.

The Luxor Funds also entered into a letter agreement with the Issuer providing for an exchange of their Convertible Notes for new notes and the registration for resale of such new notes under certain circumstances set forth in such letter agreement.  This letter agreement is incorporated herein by reference to the 8-K.

On November 26, 2018, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

November 26, 2018

1.	Don Seymour DMS House, P.O. Box 2587 20 Genesis Close George Town Grand Cayman, KY1-1103 Cayman Islands

Mr. Seymour is an employee of DMS Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.

2.	T. Glenn Mitchell Maples Fiduciary Services PO Box 1093, Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands

Mr. Mitchell is an employee of Maples Fiduciary Services, a division of the MaplesFS group.  MaplesFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds.