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OneSpaWorld Holdings Limited (OSW)

Filed: 30 Jun 21, 4:43pm
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*
STEINER LEISURE Ltd

(Last) (First) (Middle)
OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK
AIRPORT INDUSTRIAL PARK, P.O BOX N-624

(Street)
NASSAU C5

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/28/2021 S(1) 9,469,211 D $9.0963 19,097,669(2)(3) I(2)(3) See Footnotes(2)(3)
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
1. Name and Address of Reporting Person*
STEINER LEISURE Ltd

(Last) (First) (Middle)
OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK
AIRPORT INDUSTRIAL PARK, P.O BOX N-624

(Street)
NASSAU C5

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nemo Parent, Inc.

(Last) (First) (Middle)
C/O LENNOX PATON CORPORATE SERVICES LTD
3 BAYSIDE EXECUTIVE PARK

(Street)
WEST BAY STREET, NASSAU D0

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nemo Investor Aggregator, Ltd

(Last) (First) (Middle)
C/O MOURANT OZANNES CORPORATE SERVICES
94 SOLARIS AVENUE, PO BOX 1348

(Street)
CAMANA BAY, GRAND CAYMAN E9

(City) (State) (Zip)
Explanation of Responses:
1. An aggregate of 9,469,211 common shares of the Issuer (the "Common Shares") were sold by Steiner Leisure Limited ("Steiner Leisure" ) in connection with a registered, underwritten public offering of (the "Secondary Offering") common shares of the Issuer by certain selling shareholders, which closed on June 28, 2021. For more information, see the Issuer's final prospectus filed pursuant to Rule 424(b)(5) on June 25, 2021. The Common Shares sold by the reporting person consisted of 5,705,625 voting common shares of the Issuer and 3,763,586 non-voting common shares of the Issuer. Upon their sale to the underwriters in the Secondary Offering, the non-voting common shares of the Issuer sold by the reporting person automatically converted into voting common shares of the Issuer. The Common Shares sold by the reporting person included shares sold pursuant to the exercise in full of the underwriters' option to purchase additional common shares from the reporting person.
2. Of the 19,097,669 common shares of the Issuer beneficially owned by the reporting person following the Secondary Offering, 13,421,914 shares are non-voting common shares of the Issuer and 5,675,755 shares are voting common shares of the Issuer. Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned by Nemo Investor Aggregator, Limited, a Cayman Islands exempted company. Nemo Investor Aggregator, Limited is governed by a board of directors consisting of seven directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of Nemo Investor Aggregator, Limited.
3. (Continued from footnote 2) Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, no director of Nemo Investor Aggregator, Limited exercises voting or dispositive control over any of the securities held by Steiner Leisure, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
Remarks:
STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary 06/30/2021
NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 06/30/2021
NEMO PARENT, INC., /s/ Marc Magliacano, Vice President 06/30/2021
** Signature of Reporting Person Date
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