4//SEC Filing
Pritchard Thomas C. 4
Accession 0001653247-23-000032
CIK 0001653247other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 5:26 PM ET
Size
13.6 KB
Accession
0001653247-23-000032
Insider Transaction Report
Form 4
Pritchard Thomas C.
General Counsel
Transactions
- Tax Payment
Common Stock
2023-04-11$0.29/sh−792$229→ 17,567 total - Exercise/Conversion
Common Stock
2023-04-11+3,250→ 18,359 total - Exercise/Conversion
Restricted Stock Units (RSUs) - 041122
2023-04-11−3,250→ 6,500 total→ Common Stock (3,250 underlying)
Holdings
- 13,333
Restricted Stock Units (RSUs) - 081921
→ Common Stock (13,333 underlying) - 6,666
Restricted Stock Units (RSUs) - 070120
→ Common Stock (6,666 underlying)
Footnotes (5)
- [F1]On November 22, 2022, the Issuer effected a one-for-twenty reverse stock split (the "Reverse Stock Split") of all of its issued and outstanding shares of common stock ("Common Stock"), which resulted in the Reporting Person's ownership of issued and outstanding Common Stock being reduced from 302,183 shares of Common Stock to 15,109 shares of Common Stock as of November 22, 2022.
- [F2]The Reverse Stock Split also impacted outstanding derivative securities issued pursuant to the Issuer's 2018 Amended and Restated Omnibus Incentive Plan, which resulted in the Reporting Person's ownership of derivative securities being reduced accordingly.
- [F3]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 9,750 RSUs (as adjusted for the Reverse Stock Split) 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 April 11, 2022, beginning on the first anniversary of such date and continuing thereafter, 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 in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
- [F4]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 20,000 RSUs (as adjusted for the Reverse Stock Split) 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 July 1, 2020, beginning on the first anniversary of such date and continuing thereafter, 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 in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
- [F5]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 20,000 RSUs (as adjusted for the Reverse Stock Split) 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 August 19, 2021, beginning on the first anniversary of such date and continuing thereafter, 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 in Control (as defined in the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan).
Documents
Issuer
Waitr Holdings Inc.
CIK 0001653247
Entity typeother
Related Parties
1- filerCIK 0001540289
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 5:26 PM ET
- Size
- 13.6 KB