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