SEC Form 4
FORM 4 | UNITED 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ONESPAWORLD HOLDINGS Ltd [ OSW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/12/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 06/12/2020 | A | 375,000 | A | (1) | 946,091(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $5.75 | 06/12/2020 | A | 100,000 | (4) | 06/12/2025 | Common Shares | 100,000 | (1) | 100,000 | I(1)(3) | See Footnotes(1)(3) |
Explanation of Responses: |
1. On June 12, 2020, the reporting person and Heyer Investment Management LLC ("Heyer Management") purchased an aggregate of (i) 375,000 common shares and (ii) 100,000 warrants to acquire common shares pursuant to an Investment Agreement by and among the Issuer, Steiner Leisure Limited, the reporting person, Heyer Management, and the other investors named on the signature pages thereto, for an aggregate purchase price of $1,500,000. The reporting person directly acquired 250,000 common shares and 66,667 warrants to acquire common shares for a purchase price of $1,000,000, and Heyer Management acquired the balance of the securities for a purchase price of $500,000. |
2. Includes (i) 290,697 common shares held directly by the reporting person, (ii) 150,878 common shares indirectly by Heyer Management, (iii) 32,379 common shares indirectly held by the Harris Reid Heyer Trust, (iv) 32,379 common shares indirectly held by James Heyer Trust, (v) 32,379 common shares indirectly held by the Peter Justin Heyer Trust, and (vi) 32,379 common shares indirectly held by the William Heyer Trust, prior to June 12, 2020. The reporting person is a trustee of the trusts named in clauses (iii) - (vi), and jointly holds voting and dispositive power of the securities held by such entities. As such, the reporting person may be deemed to have or share beneficial ownership of such securities. |
3. The reporting person is the managing member of Heyer Management and has voting and dispositive power of the securities held by such entity. Accordingly, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
4. The warrants are immediately exercisable and expire on the fifth anniversary of the issuance date. |
Remarks: |
/s/ Stephen B. Lazarus, as Attorney-in-Fact for Andrew R. Heyer | 06/16/2020 | |
** Signature of Reporting Person | Date | |
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 4 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |