Sec Form 3 Filing - SHERMAN HOWARD J @ Norwegian Cruise Line Holdings Ltd. - 2022-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SHERMAN HOWARD J 2. Issuer Name and Ticker or Trading Symbol Norwegian Cruise Line Holdings Ltd. [ NCLH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres. & CEO Oceania Cruises (Last) (First) (Middle) 7665 CORPORATE CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2022 (Street) MIAMI, FL33126 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 364 D Common Stock( 1 ) 8,031( 2 ) D Common Stock( 1 ) 24,644( 3 ) D Common Stock( 1 ) 92,081( 4 ) D Common Stock( 1 ) 44,652( 5 ) D Common Stock( 1 ) 10,841( 6 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 41.79 ( 7 ) 11/18/2024 Common Stock 30,000 D Stock Option (right to buy) $ 56.19 ( 8 ) 06/30/2025 Common Stock 50,000 D Stock Option (right to buy) $ 50.31 ( 9 ) 02/28/2026 Common Stock 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHERMAN HOWARD J 7665 CORPORATE CENTER DRIVE MIAMI, FL33126 Pres. & CEO Oceania Cruises Signatures By: /s/ Daniel S. Farkas, attorney-in-fact for Howard Sherman 01/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted share unit represents the contingent right to receive one share of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock upon vesting. ( 2 )Represents unvested portion of a grant of restricted share units made on March 1, 2019 under NCLH's Amended and Restated 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in one installment on March 1, 2022. ( 3 )Represents unvested portion of a grant of restricted share units made on March 2, 2020 under the Plan. The restricted share units will vest in equal installments on March 1, 2022 and March 1, 2023. ( 4 )Represents unvested portion of a grant of restricted share units made on July 27, 2020 under the Plan. The restricted share units will vest in one installment on July 27, 2022. ( 5 )Represents unvested portion of a grant of restricted share units made on June 15, 2021 under the Plan. The restricted share units will vest in equal installments on March 1, 2022, March 1, 2023 and March 1, 2024. ( 6 )Represents a grant of restricted share units under the Plan on March 1, 2019. The restricted share units were originally subject to performance hurdles. The Compensation Committee determined the performance condition achievement level on October 26, 2020, and the restricted share units will vest on March 1, 2022. ( 7 )The options vested over a period of four years. All of the options were vested as of November 19, 2018. ( 8 )The options vested over a period of three years. All of the options were vested as of July 1, 2018. ( 9 )The options vested over a period of three years. All of the options were vested as of March 1, 2019.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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