Sec Form 4 Filing - STEINER LEISURE Ltd @ ONESPAWORLD HOLDINGS Ltd - 2020-03-19

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FORM 4
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
STEINER LEISURE Ltd
2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SUITE 104A, SAFFREY SQUARE,
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2020
(Street)
NASSAU, C5
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Shares, par value $0.0001 per share 03/19/2020 A 350,000 ( 1 ) A 8,548,130 I Steiner Leisure Funds ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEINER LEISURE Ltd
SUITE 104A, SAFFREY SQUARE
NASSAU, C5
X X
Nemo Parent, Inc.
C/O LENNOX PATON CORPORATE SERVICES LTD
3 BAYSIDE EXECUTIVE PARK
WEST BAY STREET, NASSAU, D0
X X
Nemo Investor Aggregator, Ltd
C/O MOURANT OZANNES CORPORATE SERVICES
94 SOLARIS AVENUE, PO BOX 1348
CAMANA BAY, GRAND CAYMAN, E9
X X
Signatures
STEINER LEISURE LIMITED /s/ Marc Magliacano, Vice President and Assistant Secretary 03/23/2020
Signature of Reporting Person Date
NEMO INVESTOR AGGREGATOR, LIMITED /s/ Marc Magliacano, President and Chairman 03/23/2020
Signature of Reporting Person Date
NEMO PARENT, INC. /s/ Marc Magliacano, Vice President 03/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Business Combination Agreement (as amended, the "Agreement"), dated November 1, 2018, by and among Steiner Leisure Limited ("Steiner Leisure,"), the issuer and the other parties thereto, Steiner Leisure was issued 350,000 common shares of the issuer (the "Shares") that were held in escrow to support the indemnification obligations of Steiner Leisure under the Agreement. The Shares were released from escrow to Steiner Leisure on March 19, 2020, the one year anniversary of the closing of the transactions contemplated by the Agreement, for no additional consideration in accordance with the terms of the Agreement.
( 2 )Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned by Nemo Investor Aggregator, Limited, a Cayman Islands exempted company. Nemo Investor Aggregator, Limited is governed by a board of directors consisting of seven directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of Nemo Investor Aggregator, Limited. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities.
( 3 )(Continued from Footnote 3) Based upon the foregoing analysis, no director of Nemo Investor Aggregator, Limited exercises voting or dispositive control over any of the securities held by Steiner Leisure, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The address for Steiner Leisure is Suite 104A, Saffrey Square, Nassau, The Bahamas. The address for Nemo Investor Aggregator, Limited is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, PO Box 1348, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The address for Nemo Parent, Inc. is c/o Lennox Paton Corporate Services Ltd., 3 Bayside Executive Park, West Bay Street, Nassau, The Bahamas.

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