4//SEC Filing
Fertitta Entertainment, Inc. 4
Accession 0001144204-18-060916
CIK 0001653247other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 8:59 PM ET
Size
12.9 KB
Accession
0001144204-18-060916
Insider Transaction Report
Form 4
Fertitta Entertainment, Inc.
10% Owner
Transactions
- Award
Common Stock
2018-11-15+75,000→ 4,000,000 total - Disposition to Issuer
Sponsor Warrants
2018-11-15$0.50/sh−7,000,000$3,500,000→ 0 totalExercise: $11.50→ Class A common stock (3,500,000 underlying) - Award
Common Stock
2018-11-15+3,125,000→ 3,125,000 total - Award
Common Stock
2018-11-15+800,000→ 3,925,000 total
Footnotes (4)
- [F1]In connection with the consummation of the Issuer's initial business combination with Waitr Incorporated on November 15, 2018 (the "business combination"), each outstanding share of the Issuer's Class F common stock, par value $0.0001 per share ("Class F common stock"), was converted into one share of the Issuer's common stock, par value $0.0001 ("common stock"), in accordance with the Issuer's second amended and restated certificate of incorporation. The Reporting Person held 3,125,000 shares of Class F common stock prior to the business combination, which were converted into 3,125,000 shares of common stock upon consummation of the business combination.
- [F2]In connection with the business combination, Luxor Capital Group, LP, on behalf of Lugard Road Capital Master Fund, LP, and of one or more of its funds and/or affiliates (collectively, "Luxor") agreed to (a) provide a senior secured first priority term loan facility to the Issuer's wholly owned subsidiary in the aggregate principal amount of $25,000,000 (the "Debt Facility") and (b) purchase from the Issuer an aggregate principal amount of $60,000,000 of the Issuer's convertible promissory notes (together with the Debt Facility, the "Debt Financings"). In connection with the Debt Financings, Fertitta Entertainment, Inc. agreed to exchange the 7,000,000 warrants purchased by it in private placement in connection with the Issuer's initial public offering (the "Sponsor Warrants") for 800,000 shares of common stock at the closing of the business combination.
- [F3]On August 21, 2018, the Issuer issued a convertible promissory note (the "Convertible Note") to Fertitta Entertainment, Inc. At the closing of the business combination and in connection with the Debt Financing, the Issuer paid Fertitta Entertainment, Inc. $1,250,000 in cash and issued 75,000 shares of common stock in full satisfaction of the $1,500,000 principal amount outstanding under the Convertible Note.
- [F4]Each Sponsor Warrant was exercisable to purchase one-half of one share of Class A common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-210980). In connection with the Debt Financings, the Sponsor Warrants were exchanged for shares of common stock at the closing of the business combination as described above.
Documents
Issuer
Waitr Holdings Inc.
CIK 0001653247
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001675506
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 8:59 PM ET
- Size
- 12.9 KB