0001571049-14-006728.txt : 20141121 0001571049-14-006728.hdr.sgml : 20141121 20141121174653 ACCESSION NUMBER: 0001571049-14-006728 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141119 FILED AS OF DATE: 20141121 DATE AS OF CHANGE: 20141121 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: 141244004 MAIL ADDRESS: STREET 1: 8300 NW 33RD STREET, SUITE 100 CITY: MIAMI STATE: FL ZIP: 33122 4 1 t1402315_delrio-f4.xml OWNERSHIP DOCUMENT X0306 4 2014-11-19 0 0001513761 Norwegian Cruise Line Holdings Ltd. NCLH 0001625861 Del Rio Frank J 7665 CORPORATE CENTER DRIVE MIAMI FL 33126 0 1 0 0 CEO of Prestige Cruises Intl Common Stock 2014-11-19 4 A 0 291626 A 291626 D Common Stock 2014-11-19 4 A 0 264213 A 264213 I By Breeze Hill Investments, LLC Common Stock 2014-11-19 4 A 0 117842 A 117842 I By GCO Management, LLC The reporting person acquired beneficial ownership of 673,681 shares of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock (including 264,213 shares held indirectly through Breeze Hill Investments, LLC and 117,842 shares held indirectly through GCO Management, LLC) as partial consideration for the cancellation of the reporting person's shares of common stock and other equity interests in Prestige Cruises International, Inc. ("PCI") pursuant to PCI's merger into a subsidiary of NCLH (the "Merger"). On the day prior to the effective date of the Merger, the closing price of a share of NCLH common stock was $41.77, and the value per share of PCI common stock as of the closing of the Merger was $30.92. (continued on Footnote 2) The amount of NCLH common stock reported as beneficially owned by the reporting person following the Merger does not include 102,399 shares that are currently being held in escrow in the name of the escrow agent and are subject to forfeiture during the nine (9) months following the closing date of the Merger to satisfy indemnification obligations arising under the merger agreement. /s/ Daniel S. Farkas, as attorney-in-fact for Frank J. Del Rio 2014-11-21