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