0000899243-20-016764.txt : 20200616
0000899243-20-016764.hdr.sgml : 20200616
20200616210052
ACCESSION NUMBER: 0000899243-20-016764
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200612
FILED AS OF DATE: 20200616
DATE AS OF CHANGE: 20200616
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: 20967914
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 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: 20967915
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: 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: 20967916
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
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
2020-06-12
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
2020-06-12
4
A
0
20018750
A
28566880
I
Steiner Leisure Ltd
Warrants
5.75
2020-06-12
4
A
0
4004999
A
2020-06-12
2025-06-12
Common Shares
4004999
4004999
I
Steiner Leisure Ltd
Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants").
(Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein.
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.
STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary
2020-06-16
NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman
2020-06-16
NEMO PARENT, INC., /s/ Marc Magliacano, Vice President
2020-06-16