0001209191-15-034390.txt : 20150415
0001209191-15-034390.hdr.sgml : 20150415
20150415174506
ACCESSION NUMBER: 0001209191-15-034390
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141212
FILED AS OF DATE: 20150415
DATE AS OF CHANGE: 20150415
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Norwegian Cruise Line Holdings Ltd.
CENTRAL INDEX KEY: 0001513761
STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400]
IRS NUMBER: 980691007
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7665 CORPORATE DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33126
BUSINESS PHONE: 305-436-4000
MAIL ADDRESS:
STREET 1: 7665 CORPORATE DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Del Rio Frank J
CENTRAL INDEX KEY: 0001625861
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35784
FILM NUMBER: 15772746
MAIL ADDRESS:
STREET 1: 8300 NW 33RD STREET, SUITE 100
CITY: MIAMI
STATE: FL
ZIP: 33122
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-12-12
0
0001513761
Norwegian Cruise Line Holdings Ltd.
NCLH
0001625861
Del Rio Frank J
7665 CORPORATE CENTER DRIVE
MIAMI
FL
33126
0
1
0
0
President and Chief Executive
Common Stock
177152
D
Common Stock
264213
I
By Breeze Hill Investments, LLC
Common Stock
117842
I
By GCO Management, LLC
Forward sale contract (obligation to sell)
2014-12-12
4
J
0
177152
A
2016-03-04
Common Stock
177152
177152
D
Forward sale contract (obligation to sell)
2014-12-12
4
J
0
264213
A
2016-03-04
Common Stock
264213
264213
I
By Breeze Hill Investments, LLC
Forward sale contract (obligation to sell)
2014-12-12
4
J
0
117842
A
2016-03-04
Common Stock
117842
117842
I
By GCO Management, LLC
The reporting person disclaims insider status for the period from November 21, 2014 through January 8, 2015, upon which date he was appointed to be the President and Chief Executive Officer of the company. Accordingly, the reporting person believes the reporting of the transactions pursuant to this Form 4 is voluntary.
On December 12, 2014, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 177,152 shares of NCLH common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of NCLH common stock). In exchange for assuming this obligation, the reporting person received a cash payment of $7,847,093 as of the date of entering into the contract. The reporting person pledged 177,152 shares of NCLH common stock (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides for the division of the Pledged Shares into ten tranches for purposes of determining the number of shares that must be delivered by the reporting person to settle the contract. Continued in footnote (3).
The first nine tranches are in the amount of 11,784 shares. The tenth tranche is in the amount of 11,786 shares. For purposes of the calculation set forth below, the number of shares in each tranche is referred to as the "Base Amount" for that tranche. The number of shares to be delivered in respect of a tranche will be determined on a date (each a "Maturity Date") based on the corresponding trading day over a ten-trading day period starting on and including February 22, 2016 and ending on and including March 4, 2016. The number of shares of NCLH common stock to be delivered to the buyer in connection with each Maturity Date is equal to the product of the "Settlement Ratio" and the "Base Amount." Continued in footnote (4).
The "Settlement Ratio" is to be determined as follows: (i) if the closing price of NCLH common stock on the Maturity Date (the "Settlement Price") is less than or equal to $44.6246, the Settlement Ratio is equal to one; (ii) if the Settlement Price is between $44.6246 and $47.9733, the Settlement Ratio is equal to $44.6246 divided by the Settlement Price; and (iii) if the Settlement Price is greater than or equal to $47.9733, the Settlement Ratio is a ratio equal to a fraction with a numerator equal to the sum of (A) $44.6246 plus (B) the excess, if any, of the Settlement Price over $47.9733, and a denominator equal to the Settlement Price.
On December 12, 2014, Breeze Hill Investments, LLC ("Breeze Hill"), of whose shares of NCLH common stock the reporting person has indirect beneficial ownership, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates Breeze Hill to deliver to the buyer up to 264,213 shares of NCLH common stock (or, at Breeze Hill's election, an equivalent amount of cash based on the market price of NCLH common stock). In exchange for assuming this obligation, Breeze Hill received a cash payment of $11,703,532 as of the date of entering into the contract. Breeze Hill pledged 264,213 shares of NCLH common stock (the "Breeze Hill Pledged Shares") to secure its obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge. Continued in footnote (6).
The contract provides for the division of the Breeze Hill Pledged Shares into ten tranches for purposes of determining the number of shares that must be delivered by Breeze Hill to settle the contract. The first nine tranches are in the amount of 26,421 shares. The tenth tranche is in the amount of 26,424 shares. The number of shares to be delivered to the buyer in respect of each tranche will be determined in accordance with the procedures set forth in footnotes (2-4), except that the "Base Amount" for purposes of such procedures shall be the number of shares of the respective tranche set forth in these footnotes (5) and (6).
On December 12, 2014, GCO Management, LLC ("GCO"), of whose shares of NCLH common stock the reporting person has indirect beneficial ownership, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates GCO to deliver to the buyer up to 117,842 shares of NCLH common stock (or, at GCO's election, an equivalent amount of cash based on the market price of NCLH common stock). In exchange for assuming this obligation, GCO received a cash payment of $5,219,908 as of the date of entering into the contract. GCO pledged 117,842 shares of NCLH common stock (the "GCO Pledged Shares") to secure its obligations under the contract, and retains dividend and voting rights in the GCO Pledged Shares during the term of the pledge. Continued in footnote (8).
The contract provides for the division of the GCO Pledged Shares into ten tranches for purposes of determining the number of shares that must be delivered by GCO to settle the contract. The first nine tranches are in the amount of 11,784 shares. The tenth tranche is in the amount of 11,786 shares. The amount of shares to be delivered to the buyer in respect of each tranche will be determined in accordance with the procedures set forth in footnotes (2-4), except that the "Base Amount" for purposes of such procedures shall be the number of shares of the respective tranche set forth in these footnotes (7) and (8).
/s/ Frank J. Del Rio
2015-04-15