Sec Form 4 Filing - Bonner Susan Reardon @ ONESPAWORLD HOLDINGS Ltd - 2021-03-09

Insider filing report for Changes in Beneficial Ownership
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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
Bonner Susan Reardon
2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
770 SOUTH DIXIE HIGHWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(Street)
CORAL GABLES, FL33146
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 Shares 03/09/2021 M 20,834 ( 1 ) A $ 11.09 35,036 D
Common Shares 03/10/2021 F 6,103 ( 2 ) D $ 11.2777 ( 3 ) 28,933 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
Performance Stock Units ( 4 ) ( 5 ) 03/09/2021 M 20,834 ( 6 ) ( 6 ) Common Shares 20,834 ( 5 ) 41,666 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bonner Susan Reardon
770 SOUTH DIXIE HIGHWAY, SUITE 200
CORAL GABLES, FL33146
Chief Commercial Officer
Signatures
/s/ Inga Fyodorova, as Attorney-in-Fact for Susan Bonner 03/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the Performance Stock Units awarded on October 13, 2020 vested upon achieving the vesting conditions.
( 2 )Represents shares withheld to satisfy tax withholding obligations upon the vesting and settlement of the Performance Stock Units.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.07 to $11.40, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, OneSpaWorld Holdings Ltd's (the "Company"), or any security holder of the comapany, full information regarding the number of shares sold at each separate price.
( 4 )The units reported herein were granted outside of the company incentive award plans as "employment inducement grants" under NASDAQ Listing Rule 5635(c)(4).
( 5 )Each Performance Stock Unit represents a contingent right to receive, at vesting, one common share, par value $0.0001 per share, of the Company.
( 6 )The Performance Stock Units vest upon the achievement of certain stock price hurdle objectives over the six year period following the grant date.

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