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)
04/25/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 04/25/2023 A(1) 260,141 A(1) (1) 19,357,810(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
Warrants $11.5 04/25/2023 D(1) 1,486,520 (4) 03/19/2024 Common Shares 1,486,520 (1) 0 I(2)(3) See Footnote(2)(3)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Steiner Leisure Ltd. exchanged 1,486,520 warrants for 260,141 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and Steiner Leisure Ltd. 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.
2. Of the 19,357,810 common shares of the Issuer beneficially owned by the reporting person, 13,421,914 shares are non-voting common shares of the Issuer and 5,935,896 shares are 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.
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 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.
4. 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.
Remarks:
Marc Magliacano and Adam Hasiba currently serve as Steiner Leisure Ltd.'s representatives on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Steiner Leisure Ltd. may be deemed a director by deputization of the Issuer.
STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary 04/27/2023
NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 04/27/2023
** 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).
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