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OneSpaWorld Holdings Limited (OSW)

Filed: 22 May 19, 8:05pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HEYER ANDREW R

(Last)(First)(Middle)
770 SOUTH DIXIE HIGHWAY, SUITE 200

(Street)
CORAL GABLESFL33146

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares05/20/2019J2,403,909D(1)596,091ISee footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants$11.505/20/2019J2,694,598(3)03/19/2024Common Shares2,694,598(1)713,588ISee footnote(4)
Explanation of Responses:
1. On May 20, 2019, Haymaker Sponsor, LLC ("Sponsor") distributed common shares and warrants of OneSpaWorld Holdings Limited ("Common Shares") to its members on a pro rata basis, with no consideration being paid in connection therewith. 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 had or shared beneficial ownership of such securities. Messrs. Heyer and Heyer disclaimed beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
2. Includes (i) 315,697 common shares held directly by Andrew R. Heyer; (ii) 150,878 common shares by Heyer Investment Management, LLC; (iii) 32,379 common shares held by the Harris Reid Heyer Trust; (iv) 32,379 common shares held by James Heyer Trust; (v) 32,379 common shares held by the Peter Justin Heyer Trust; and (vi) 32,379 common shares held by the William Heyer Trust. Andrew R. Heyer is the managing member of Heyer Investment Management, LLC and has voting and dispositive power of the securities held by such entity. Steven J. Heyer and Andrew R. Heyer are the trustees of the trusts listed in (iii) - (vi) and jointly have voting and dispositive power of the securities held by such entities. Accordingly, Andrew R. Heyer may be deemed to have or share beneficial ownership of such securities.
3. Each warrant is exercisable for one Common Share at an exercise price of $11.50 per share.
4. Includes (i) 415,373 warrants held directly by Andrew R. Heyer; (ii) 127,807 warrants held by Heyer Investment Management, LLC; (iii) 42,602 warrants held by the Harris Reid Heyer Trust; (iv) 42,602 warrants held by James Heyer Trust; (v) 42,602 warrants held by the Peter Justin Heyer Trust; and (vi) 32,379 warrants held by the William Heyer Trust.
Remarks:
/s/ Stephen B. Lazarus, as Attorney-in-Fact for Andrew R. Heyer05/22/2019
** Signature of Reporting PersonDate
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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