0000899243-19-008558.txt : 20190320 0000899243-19-008558.hdr.sgml : 20190320 20190320165410 ACCESSION NUMBER: 0000899243-19-008558 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171103 FILED AS OF DATE: 20190320 DATE AS OF CHANGE: 20190320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEYER STEVEN J CENTRAL INDEX KEY: 0001161492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38254 FILM NUMBER: 19695115 MAIL ADDRESS: STREET 1: 1111 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Haymaker Acquisition Corp. CENTRAL INDEX KEY: 0001707306 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 821329677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 FIFTH AVENUE FLOOR 31 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126169600 MAIL ADDRESS: STREET 1: 650 FIFTH AVENUE FLOOR 31 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-03 1 0001707306 Haymaker Acquisition Corp. HYAC 0001161492 HEYER STEVEN J 650 FIFTH AVENUE FLOOR 10 NEW YORK NY 10019 1 1 0 0 Chief Executive Officer Class A Common Stock 2019-03-19 4 M 0 8250000 A 8250000 I See Footnote Class A Common Stock 2019-03-19 4 J 0 8250000 D 0 I See Footnote Class B Common Stock 2017-11-03 4 J 0 375000 D Class A Common Stock 375000 8250000 I See Footnote Class B Common Stock 2019-03-19 4 M 0 8250000 D Class A Common Stock 8250000 0 I See Footnote Warrant 2019-03-19 4 J 0 8000000 D Class A Common Stock 8250000 0 I See Footnote As described in the issuer's registration statement on Form S-1 (File No. 333-220733) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. (Continued from Footnote 1) On March 19, 2019, the issuer consummated its initial business combination (the "Business Combination") with OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas ("OneSpaWorld"). In connection with the Business Combination, each share of Class B Stock converted into Class A Stock. These securities were held by Haymaker Sponsor LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may have been deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein. In connection with the Business Combination, the Sponsor exchanged its Class A Shares for 6,650,000 fully paid and non-assessable common shares, par value U.S. $0.0001 per share, of OneSpaWorld ("OSW Shares"), and the right to receive up to 1,600,000 OSW Shares upon the occurrence of certain events. The Class B Stock owned by the Sponsor included up to 1,125,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities did not exercise in full their over-allotment option as described in the Registration Statement. Because the underwriters exercised the over-allotment option in part, the Sponsor forfeited 375,000 shares of Class B Stock on November 3, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the issuer. The shares forfeited by the Sponsor were cancelled by the issuer. In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase Class A Shares for warrants to purchase OSW Shares at a purchase price of $11.50 per share. The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination. /s/ STEVEN J HEYER 2019-03-20