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OneSpaWorld Holdings Limited (OSW)

Filed: 21 Mar 19, 7:01pm
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
HEYER STEVEN J

(Last)(First)(Middle)
650 FIFTH AVENUE, FLOOR 10

(Street)
NEW YORKNY10019

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2019
3. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Vice Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Beneficially Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, par value $0.0001 per share3,000,000ISee Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant(2)03/19/2024Common Shares3,408,186(3)ISee Footnote(1)
Explanation of Responses:
1. These securities are held by Haymaker Sponsor LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
2. Pursuant to the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the issuer and Continental Stock Transfer & Trust Company, the warrants may not be exercised unless a registration statement under the Securities Act of 1933, as amended, with respect to the shares underlying the warrants is effective and a prospectus relating thereto is current.
3. Each warrant is exercisable for one Common Share at an exercise price of $11.50 per share.
Remarks:
Exhibit 24: Power of Attorney
/s/ Inga Fyodorova, as Attorney-in-Fact for Steven J. Heyer03/21/2019
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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