Pouyan Salehi - Jun 5, 2022 Form 4 Insider Report for Waitr Holdings Inc. (ASAP)

Role: Director
Signature: /s/ Annette L. Finch, Attorney-in-Fact
Stock symbol: ASAP
Transactions as of: Jun 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/6/2022, 06:33 PM
Previous filing: Jun 16, 2021
Next filing: Jun 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASAP	Common Stock	Options Exercise	$0	+13.2K	+5.82%	$0.00	240K	Jun 5, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ASAP	Restricted Stock Units (RSUs) - 060519	Options Exercise	$0	-13.2K	-100%	$0.00^*	0	Jun 5, 2022	Common Stock	13.2K		Direct	F1
holding	ASAP	Restricted Stock Units (RSUs) - 061521						120K	Jun 5, 2022	Common Stock	120K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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). One-third of the grant of 39,557 RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of June 5, 2019, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued service on the issuer's board of directors through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
F2	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). Such RSUs shall fully vest on the earlier of (i) the one year anniversary of the grant date of June 15, 2021, (ii) the date of the 2022 Annual Meeting of Stockholders of the issuer and (iii) a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan), subject to, in each case, the Reporting Person's continued service on the issuer's board of directors on the vesting date.

Content

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). One-third of the grant of 39,557 RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of June 5, 2019, beginning on the first anniversary of such date and continuing thereafter, subject to the Reporting Person's continued service on the issuer's board of directors through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).

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). Such RSUs shall fully vest on the earlier of (i) the one year anniversary of the grant date of June 15, 2021, (ii) the date of the 2022 Annual Meeting of Stockholders of the issuer and (iii) a Change in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan), subject to, in each case, the Reporting Person's continued service on the issuer's board of directors on the vesting date.