Form 4 for OSW ONESPAWORLD HOLDINGS Ltd
Accepted 2023-05-18 00:00:00 ET · period of report 2023-05-16 · accession 0000950170-23-023144 · 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 | 2023-05-18 | 2023-05-16 | OSW | Nemo Investor Aggregator, Ltd | Dir, 10% | M - OptEx | $5.75 | +4.00M | 23.36M | +21% | +$23.03M |
| DMI | 2023-05-18 | 2023-05-16 | OSW | Nemo Investor Aggregator, Ltd | Dir, 10% | S - Sale+OE | $10.08 | -10.85M | 21.48M | -34% | -$109.42M |
| DI | 2023-05-18 | 2023-05-16 | OSW | Nemo Investor Aggregator, Ltd | Dir, 10% | M - OptEx | $0.00 | -4.00M | 0 | -100% | $0 |
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 | 2023-05-16 | M | A | 4,004,999 | $5.75 | 23,362,809 | I See Footnotes | — | — | (F1) On May 16, 2023, Steiner Leisure Ltd. ("SLL") exercised a warrant to purchase 4,004,999 non-voting shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer") for $5.75 a share. SLL paid the exercise price on a cashless basis, resulting in OSW's withholding of 1,882,049 non-voting shares to pay the exercise price (the "Cashless Exercise"). Following the Cashless Exercise, SLL held 15,544,864 non-voting common shares of the Issuer and 5,935,896 voting common shares of the Issuer. (F3) (Continued from footnote 2) 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 Ltd, 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. (F2) Steiner Leisure Ltd is controlled 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. 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. |
| 2 | Common | Common Shares | 2023-05-16 | S | D | 8,970,000 | $9.63 | 12,510,760 | I See Footnotes | — | — | (F4) An aggregate of 8,970,000 common shares of the Issuer will be sold, subject to customary closing conditions, by SLL pursuant to an underwriting agreement, dated May 16, 2023, in connection with a registered, underwritten public offering (the "Secondary Offering") of common shares of the Issuer by SLL and certain other selling shareholders, which closes on May 19, 2023. The common shares being sold by SLL consists of 5,935,896 voting common shares of the Issuer and 3,034,104 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 being sold by the reporting person automatically convert into voting common shares of the Issuer. Following the Secondary Offering, SLL will convert all remaining non-voting shares into voting shares of the Issuer. (F3) (Continued from footnote 2) 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 Ltd, 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. (F2) Steiner Leisure Ltd is controlled 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. 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. |
| 3 | Common | Common Shares | 2023-05-16 | S | D | 1,882,049 | $12.24 | 21,480,760 | I See Footnotes | — | — | (F1) On May 16, 2023, Steiner Leisure Ltd. ("SLL") exercised a warrant to purchase 4,004,999 non-voting shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer") for $5.75 a share. SLL paid the exercise price on a cashless basis, resulting in OSW's withholding of 1,882,049 non-voting shares to pay the exercise price (the "Cashless Exercise"). Following the Cashless Exercise, SLL held 15,544,864 non-voting common shares of the Issuer and 5,935,896 voting common shares of the Issuer. (F3) (Continued from footnote 2) 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 Ltd, 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. (F2) Steiner Leisure Ltd is controlled 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. 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. |
| 4 | Derivative | Warrants | 2023-05-16 | M | D | 4,004,999 | $0.00 | 0 | I See Footnotes | $5.75 · 2020-06-12 to 2025-06-12 | 4,004,999 Common Shares | (F3) (Continued from footnote 2) 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 Ltd, 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. (F2) Steiner Leisure Ltd is controlled 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. 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. |