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OneSpaWorld Holdings Limited (OSW)

Filed: 31 Mar 21, 5:30pm
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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OMB Number: 3235-0287
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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 STEVEN J

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

(Street)
CORAL GABLES FL 33146

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
Common Shares 03/29/2021 J 257,247 A (1)(2) 1,310,683(3) D
Common Shares 03/29/2021 J 69,540 A (1)(2) 1,380,223(3) I(4) By Steven Heyer Entities (as defined below)(4)
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 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
Explanation of Responses:
1. On March 29, 2021, 257,247 common shares of the Issuer (the "Common Shares") were issued to the reporting person, Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust (collectively with the reporting person, the "Steven Heyer Holders")with no consideration being paid in connection therewith, in satisfaction of the Issuer's obligation to issue the Common Shares under the Business Combination Agreement, dated November 1, 2018 (as amended, the "BCA"), by and among the Issuer, Haymaker Sponsor LLC ("Haymaker Sponsor") and the other parties named therein. The Steven Heyer Holders received the right in and to the Common Shares upon a distribution in kind from Haymaker Sponsor. The reporting person was directly issued 257,247 Common Shares.
2. (Continued from footnote 1) Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust (collectively, the "Steven Heyer Entities") were each issued 17,385 Common Shares.
3. Includes an aggregate of 1,053,436 Common Shares held prior to March 29, 2021, of which (i) 923,920 Common Shares were held directly by the reporting person, (ii) 32,379 Common Shares were held by Harris Reid Heyer Trust, (iii) 32,379 Common Shares were held by James Heyer Trust, (iv) 32,379 Common Shares were held by Peter Justin Heyer Trust and (v) 32,379 Common Shares were held by William Heyer Trust.
4. The reporting person is a trustee of each of the Steven Heyer Entities. Accordingly, the reporting person may be deemed to have or share beneficial ownership of securities held by the Steven Heyer Entities. The reporting person disclaims beneficial ownership of such 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.
Remarks:
/s/ Stephen B. Lazarus, as Attorney-in-Fact for Steven J. Heyer 03/31/2021
** 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.