SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
STEINER LEISURE Ltd

(Last) (First) (Middle)
SUITE 104A, SAFFREY SQUARE

(Street)
NASSAU C5

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2019
3. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 8,198,130 I Steiner Leisure Funds(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (3) 03/19/2024 Common Shares 1,486,520 (4) I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
STEINER LEISURE Ltd

(Last) (First) (Middle)
SUITE 104A, SAFFREY SQUARE

(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 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)

Relationship of Reporting Person(s) to Issuer
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
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Steiner Leisure Limited is 100% owned 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. 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. (Continued from Footonte 1) 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. The address for Steiner Leisure is Suite 104A, Saffrey Square, Nassau, The Bahamas. The address for Nemo Investor Aggregator, Limited is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, PO Box 1348, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The address for Nemo Parent, Inc. is c/o Lennox Paton Corporate Services Ltd., 3 Bayside Executive Park, West Bay Street, Nassau, The Bahamas.
3. Pursuant to the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the issuer and Continental Stock Transfer & Trust Company, the warrants may not be exercised unless a registration statement under the Securities Act of 1933, as amended, with respect to the shares underlying the warrants is effective and a prospectus relating thereto is current.
4. Each warrant is exercisable for one Common Share at an exercise price of $11.50 per share.
Remarks:
STEINER LEISURE LIMITED /s/ Marc Magliacano, Vice President and Assistant Secretary 03/21/2019
NEMO PARENT, INC. /s/ Marc Magliacano, Vice President 03/21/2019
NEMO INVESTOR AGGREGATOR, LIMITED /s/ Marc Magliacano, Executive Vice President and Secretary 03/21/2019
** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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