0000899243-20-009283.txt : 20200323 0000899243-20-009283.hdr.sgml : 20200323 20200323192015 ACCESSION NUMBER: 0000899243-20-009283 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200319 FILED AS OF DATE: 20200323 DATE AS OF CHANGE: 20200323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEINER LEISURE Ltd CENTRAL INDEX KEY: 0001018946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] STATE OF INCORPORATION: C5 FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38843 FILM NUMBER: 20736224 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 NAME: FORMER CONFORMED NAME: STEINER LEISURE LTD DATE OF NAME CHANGE: 19960716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nemo Parent, Inc. CENTRAL INDEX KEY: 0001770500 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38843 FILM NUMBER: 20736225 BUSINESS ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY LLC STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036294901 MAIL ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY LLC STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nemo Investor Aggregator, Ltd CENTRAL INDEX KEY: 0001770497 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38843 FILM NUMBER: 20736226 BUSINESS ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY LLC STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036294901 MAIL ADDRESS: STREET 1: C/O CATTERTON MANAGEMENT COMPANY LLC STREET 2: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ONESPAWORLD HOLDINGS Ltd CENTRAL INDEX KEY: 0001758488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SHIRLEY HOUSE STREET 2: 253 SHIRLEY STREET CITY: NASSAU STATE: C5 ZIP: N-624 BUSINESS PHONE: 3053589002 MAIL ADDRESS: STREET 1: SHIRLEY HOUSE STREET 2: 253 SHIRLEY STREET CITY: NASSAU STATE: C5 ZIP: N-624 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-19 0 0001758488 ONESPAWORLD HOLDINGS Ltd OSW 0001018946 STEINER LEISURE Ltd SUITE 104A, SAFFREY SQUARE NASSAU C5 BAHAMAS 1 0 1 0 0001770500 Nemo Parent, Inc. C/O LENNOX PATON CORPORATE SERVICES LTD 3 BAYSIDE EXECUTIVE PARK WEST BAY STREET, NASSAU D0 BERMUDA 1 0 1 0 0001770497 Nemo Investor Aggregator, Ltd C/O MOURANT OZANNES CORPORATE SERVICES 94 SOLARIS AVENUE, PO BOX 1348 CAMANA BAY, GRAND CAYMAN E9 CAYMAN ISLANDS 1 0 1 0 Common Shares, par value $0.0001 per share 2020-03-19 4 A 0 350000 A 8548130 I Steiner Leisure Funds Pursuant to the Business Combination Agreement (as amended, the "Agreement"), dated November 1, 2018, by and among Steiner Leisure Limited ("Steiner Leisure,"), the issuer and the other parties thereto, Steiner Leisure was issued 350,000 common shares of the issuer (the "Shares") that were held in escrow to support the indemnification obligations of Steiner Leisure under the Agreement. The Shares were released from escrow to Steiner Leisure on March 19, 2020, the one year anniversary of the closing of the transactions contemplated by the Agreement, for no additional consideration in accordance with the terms of the Agreement. Steiner Leisure is controlled 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. (Continued from Footnote 3) 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. STEINER LEISURE LIMITED /s/ Marc Magliacano, Vice President and Assistant Secretary 2020-03-23 NEMO INVESTOR AGGREGATOR, LIMITED /s/ Marc Magliacano, President and Chairman 2020-03-23 NEMO PARENT, INC. /s/ Marc Magliacano, Vice President 2020-03-23