0000899243-20-016792.txt : 20200616
0000899243-20-016792.hdr.sgml : 20200616
20200616212513
ACCESSION NUMBER: 0000899243-20-016792
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: HEYER ANDREW R
CENTRAL INDEX KEY: 0001259062
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38843
FILM NUMBER: 20967954
MAIL ADDRESS:
STREET 1: C/O MISTRAL EQUITY PARTNERS
STREET 2: 650 FIFTH AVENUE 31ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
0001259062
HEYER ANDREW R
770 SOUTH DIXIE HIGHWAY, SUITE 200
CORAL GABLES
FL
33146
1
0
0
0
Common Shares
2020-06-12
4
A
0
375000
A
946091
I
See Footnotes
Warrant (right to buy)
5.75
2020-06-12
4
A
0
100000
A
2025-06-12
Common Shares
100000
100000
I
See Footnotes
On June 12, 2020, the reporting person and Heyer Investment Management LLC ("Heyer Management") purchased an aggregate of (i) 375,000 common shares and (ii) 100,000 warrants to acquire common shares pursuant to an Investment Agreement by and among the Issuer, Steiner Leisure Limited, the reporting person, Heyer Management, and the other investors named on the signature pages thereto, for an aggregate purchase price of $1,500,000. The reporting person directly acquired 250,000 common shares and 66,667 warrants to acquire common shares for a purchase price of $1,000,000, and Heyer Management acquired the balance of the securities for a purchase price of $500,000.
Includes (i) 290,697 common shares held directly by the reporting person, (ii) 150,878 common shares indirectly by Heyer Management, (iii) 32,379 common shares indirectly held by the Harris Reid Heyer Trust, (iv) 32,379 common shares indirectly held by James Heyer Trust, (v) 32,379 common shares indirectly held by the Peter Justin Heyer Trust, and (vi) 32,379 common shares indirectly held by the William Heyer Trust, prior to June 12, 2020. The reporting person is a trustee of the trusts named in clauses (iii) - (vi), and jointly holds voting and dispositive power of the securities held by such entities. As such, the reporting person may be deemed to have or share beneficial ownership of such securities.
The reporting person is the managing member of Heyer Management and has voting and dispositive power of the securities held by such entity. Accordingly, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The warrants are immediately exercisable and expire on the fifth anniversary of the issuance date.
/s/ Stephen B. Lazarus, as Attorney-in-Fact for Andrew R. Heyer
2020-06-16