FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 02/23/2024 | M | 66,667 | A | $5.75 | 634,937 | D | |||
Common Shares | 02/23/2024 | D(1) | 26,632 | D | $14.39 | 608,305 | D | |||
Common Shares | 02/23/2024 | M | 33,333 | A | $5.75 | 495,461 | I | See Footnote(3)(4) | ||
Common Shares | 02/23/2024 | D(2) | 13,316 | D | $14.39 | 482,145 | I | See Footnote(3)(4) | ||
Common Shares | 100,000 | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $5.75 | 02/23/2024 | M | 66,667 | 06/12/2020 | 06/12/2025 | Common Shares | 66,667 | $0.00 | 0 | D | ||||
Warrant (right to buy) | $5.75 | 02/23/2024 | M | 33,333 | 06/12/2020 | 06/12/2025 | Common Shares | 33,333 | $0.00 | 0 | I | See Footnote(3)(4) |
Explanation of Responses: |
1. On February 23, 2024, the reporting person exercised a warrant to purchase 66,667 Common Shares for $5.75 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 26,632 Common Shares to pay the exercise price. |
2. On February 23, 2024, Heyer Investment Management, LLC ("Heyer Management") exercised a warrant to purchase 33,333 Common Shares for $5.75 a share. Heyer Management paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 13,316 Common Shares to pay the exercise price. |
3. Includes (i) 324,269 Common Shares held by Heyer Management, (ii) 46,219 Common Shares held by Harris Reid Heyer Trust, (iii) 47,219 Common Shares held by James Heyer Trust, (iv) 17,219 Common Shares held by Peter Justin Heyer Trust and (v) 47,219 Common Shares held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Management (the foregoing entities, the "Andrew Heyer Entities"). |
4. The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew Heyer Entities. The reporting person disclaims beneficial ownership of such 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. |
5. The reported securities are held and independently managed by Mindy Heyer, the reporting person's spouse. The reporting person disclaims beneficial ownership of such securities. |
/s/ Inga Fyodorova, as Attorney-in-Fact for Andrew R. Heyer | 02/27/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |