Home > Insider Trading > Filing (0000950170-23-023144)

Filing Details

Accession Number:: 0000950170-23-023144
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-18 20:22:47
Reporting Period:: 2023-05-16

Accepted Time:: 2023-05-18 20:22:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1758488	Onespaworld Holdings Ltd	OSW	Services-Personal Services (7200)	C5

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1018946	Ltd Leisure Steiner	Office Number 2, Pineapple Business Park Airport Industrial Park, P.o Box N-624 Nassau C5 00000		No	No	No	No
1770497	Nemo Investor Aggregator, Ltd	C/O Mourant Ozannes Corporate Services 94 Solaris Avenue, Po Box 1348 Camana Bay, Grand Cayman E9 0000		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2023-05-16	4,004,999	$5.75	23,362,809	No	4	M	Indirect	See Footnotes
Common Shares	Disposition	2023-05-16	1,882,049	$12.24	21,480,760	No	4	S	Indirect	See Footnotes
Common Shares	Disposition	2023-05-16	8,970,000	$9.63	12,510,760	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Warrants	Disposition	2023-05-16	4,004,999	$0.00	4,004,999	$5.75

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2020-06-12	2025-06-12	No	4	M	Indirect

Footnotes

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.
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.
(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.
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.