0001018946-13-000035.txt : 20130910 0001018946-13-000035.hdr.sgml : 20130910 20130910143541 ACCESSION NUMBER: 0001018946-13-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130910 DATE AS OF CHANGE: 20130910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER LEISURE Ltd CENTRAL INDEX KEY: 0001018946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980164731 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49405 FILM NUMBER: 131087797 BUSINESS ADDRESS: STREET 1: 770 SOUTH DIXIE HWY. STREET 2: 2ND FLOOR CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 3053589002 MAIL ADDRESS: STREET 1: STE 104A STREET 2: SAFFREY SQ CITY: NASSAU STATE: C5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: STEINER LEISURE LTD DATE OF NAME CHANGE: 19960716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARSHAW CLIVE E CENTRAL INDEX KEY: 0001033246 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 104A SAFFREY SQU CITY: NASSAU BAHAMAS STATE: C5 ZIP: 999999999 SC 13D/A 1 stnr13dasept2013.htm UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*

STEINER LEISURE LIMITED
(Name of Issuer)

COMMON SHARES, PAR VALUE (U.S.) $0.01 PER SHARE
(Title of Class of Securities)

P8744Y 10 2
(CUSIP Number)

CLIVE E. WARSHAW
SUITE 104A

P.O. Box N-9306
SAFFREY SQUARE
NASSAU, THE BAHAMAS

with a copy to:

ROBERT C. BOEHM
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
STEINER MANAGEMENT SERVICES, LLC
770 SOUTH DIXIE HIGHWAY - SUITE 200
CORAL GABLES, FLORIDA 33146
(305) 358-9002
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 4, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 

 

 

CUSIP No. P8744Y 10 2

   

1.

NAME OF REPORTING PERSON

 

  Clive E. Warshaw

   

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]        (b) [  ]

   

3.

SEC USE ONLY

   
   

4.

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  See response to Item 5(c), below.

   

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

 

ITEM 2(d) or 2(e)                [  ]

   

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United Kingdom

   
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.

SOLE VOTING POWER

 

      856,768 *

   

8.

SHARED VOTING POWER

 

      0

   

9.

SOLE DISPOSITIVE POWER

 

       856,768 *

   

10.

SHARED DISPOSITIVE POWER

 

      0

   

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

         856,768 *

   

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [x]

   

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

      5.8%.

   

14.

TYPE OF REPORTING PERSON IN

   

* Includes 50,001 common shares, $0.01 par value per share (the "Common Shares"), of Steiner Leisure Limited (the "Company") issuable upon the exercise of options currently exercisable or exercisable within 60 days after the date of this report (hereinafter, "currently exercisable") and excludes (i) 1,972 Common Shares underlying restricted share units scheduled to vest on June 12, 2014 and (ii) 3,000 Common Shares issuable upon the exercise of currently exercisable options and 1,479 Common Shares underlying restricted share units scheduled to vest on June 12, 2014, owned by Michèle Steiner Warshaw, a director of the Company, an officer of a subsidiary of the Company and the wife of the Reporting Person, and as to which the Reporting Person disclaims beneficial ownership.


 

INTRODUCTORY NOTE

This Amendment No. 12 to Schedule 13D amends the Initial Statement on Schedule 13D of Clive E. Warshaw (the "Reporting Person"), dated September 22, 1997, as amended by Amendment No. 1, dated May 31, 1998, Amendment No. 2, dated September 15, 1998, Amendment No. 3, dated November 4, 1998, Amendment No. 4 dated March 1, 1999, Amendment No. 5 dated March 30, 1999, Amendment No. 6 dated January 21, 2004, Amendment No. 7 dated May 11, 2004, Amendment No. 8 dated August 18, 2004, Amendment No. 9 dated November 26, 2004, Amendment No. 10 dated March 15, 2005, and Amendment No. 11 dated June 8, 2011 (as so amended, the "Amended 13D"), to reflect purchases and sales by the Reporting Person of common shares, $0.01 par value per share (the "Common Shares"), of Steiner Leisure Limited (the "Company"). Except as set forth below, no amendment is being made hereby to the Amended 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b). As of September 4, 2013, the Reporting Person, the Chairman of the Board of the Company, beneficially owned and had sole voting and dispositive power with respect to 856,768 Common Shares, representing 5.8% of the outstanding Common Shares. That amount includes 50,001 Common Shares issuable upon the exercise of options currently exercisable or exercisable within 60 days after the date of this report (hereinafter, "currently exercisable") and excludes (i) 1,972 Common Shares underlying restricted share units scheduled to vest on June 12, 2014 and (ii) 3,000 Common Shares issuable upon the exercise of currently exercisable options and 1,479 Common Shares underlying restricted share units scheduled to vest on June 12, 2014, owned by Michèle Steiner Warshaw, a director of the Company, an officer of a subsidiary of the Company and the wife of the Reporting Person, and as to which the Reporting Person disclaims beneficial ownership.

Item 5(c). During the past 60 days, the Reporting Person has sold 36,000 Common Shares pursuant to a Rule 10b5-1 trading plan in place with the Company (the "10b5-1 Plan"). The details of these transactions are set forth below. The prices of the Common Shares sold were taken from the Form 4s filed with the Securities and Exchange Commission to report transactions effected by the Reporting Person.


 

Transaction
Type

Transaction
Date

Quantity

Price ($)

Sale

7/2/2013

800

53.5785

Sale

 

7/2/2013

 

1,200

 

54.5556

Sale

 

7/3/2013

 

2,000

 

53.7949

Sale

 

7/9/2013

 

1,700

 

56.1079

Sale

 

7/9/2013

 

300

 

56.6863

Sale

 

7/10/2013

 

2,000

 

56.9198

Sale

 

7/16/2013

 

2,000

 

57.2397

Sale

 

7/17/2013

 

2,000

 

56.7556

Sale

 

7/23/2013

 

2,000

 

56.9839

Sale

 

7/24/2013

 

2,000

 

56.9371

Sale

 

8/6/2013

 

2,000

 

58.6548

Sale

 

8/7/2013

 

2,000

 

58.5008

Sale

 

8/13/2013

 

2,000

 

58.8101

Sale

 

8/14/2013

 

2,000

 

58.5774

Sale

 

8/20/2013

 

2,000

 

59.0205

Sale

 

8/21/2013

 

2,000

 

59.0393

Sale

 

8/27/2013

 

700

 

56.8674

Sale

 

8/27/2013

 

600

 

57.8253

Sale

 

8/27/2013

 

700

 

58.8410

Sale

 

8/28/2013

 

1,883

 

56.4525

Sale

 

8/28/2013

 

117

 

56.9584

Sale

 

9/3/2013

 

2,000

 

56.1689

Sale

 

9/4/2013

 

2,000

 

55.8585

 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 10, 2013

 

/s/ Clive E. Warshaw

Clive E. Warshaw
Chairman of the Board