Form 4 for OSW ONESPAWORLD HOLDINGS Ltd
Accepted 2023-04-27 00:00:00 ET · period of report 2023-04-25 · accession 0000899243-23-011824 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-04-27 | 2023-04-25 | OSW | HEYER ANDREW R | Dir | A - Grant | — | +52.2K | 533.1K | +11% | — |
| D | 2023-04-27 | 2023-04-25 | OSW | HEYER ANDREW R | Dir | A - Grant | — | +72.7K | 554.3K | +15% | — |
| D | 2023-04-27 | 2023-04-25 | OSW | HEYER ANDREW R | Dir | D - Sale to Iss | — | -415.4K | 0 | -100% | — |
| DI | 2023-04-27 | 2023-04-25 | OSW | HEYER ANDREW R | Dir | D - Sale to Iss | — | -298.2K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2023-04-25 | A | A | 52,186 | — | 533,128 | I | — | — | (F2) The reported securities were transacted as follows: (i) Heyer Investment Management, LLC exchanged 127,807 warrants for 22,366 common shares, (ii) Harris Reid Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iii) James Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iv) Peter Justin Heyer Trust exchanged 42,602 warrants for 7,455 common shares, and (v) William Heyer Trust exchanged 42,602 warrants for 7,455 common shares. The exchanges were effected pursuant to Warrant Exchange Agreements, dated March 15, 2023, by and among the Issuer and the foregoing entities. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors. (F3) Includes (i) 329,252 common shares held by Heyer Investment Management, LLC, (ii) 52,219 common shares held by Harris Reid Heyer Trust, (iii) 57,219 common shares held by James Heyer Trust, (iv) 37,219 common shares held by Peter Justin Heyer Trust and (v) 57,219 common shares held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC (the foregoing entities, the "Andrew Heyer Entities"). (F4) The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew 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. |
| 2 | Common | Common Shares | 2023-04-25 | A | A | 72,690 | — | 554,318 | D See Footnotes | — | — | (F1) The reporting person exchanged 415,373 warrants for 72,690 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and the reporting person. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors. (F3) Includes (i) 329,252 common shares held by Heyer Investment Management, LLC, (ii) 52,219 common shares held by Harris Reid Heyer Trust, (iii) 57,219 common shares held by James Heyer Trust, (iv) 37,219 common shares held by Peter Justin Heyer Trust and (v) 57,219 common shares held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC (the foregoing entities, the "Andrew Heyer Entities"). (F4) The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew 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. |
| 3 | Derivative | Warrants | 2023-04-25 | D | D | 415,373 | — | 0 | D See Footnote | $11.50 · — to 2024-03-19 | 415,373 Common Shares | (F1) The reporting person exchanged 415,373 warrants for 72,690 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and the reporting person. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors. (F4) The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew 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. (F6) The warrants were exercisable in accordance with the provisions of the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the Issuer and Continental Stock Transfer & Trust Company. |
| 4 | Derivative | Warrants | 2023-04-25 | D | D | 298,215 | — | 0 | I | $11.50 · — to 2024-03-19 | 298,215 Common Shares | (F2) The reported securities were transacted as follows: (i) Heyer Investment Management, LLC exchanged 127,807 warrants for 22,366 common shares, (ii) Harris Reid Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iii) James Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iv) Peter Justin Heyer Trust exchanged 42,602 warrants for 7,455 common shares, and (v) William Heyer Trust exchanged 42,602 warrants for 7,455 common shares. The exchanges were effected pursuant to Warrant Exchange Agreements, dated March 15, 2023, by and among the Issuer and the foregoing entities. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors. (F4) The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew 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. (F6) The warrants were exercisable in accordance with the provisions of the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the Issuer and Continental Stock Transfer & Trust Company. |