Sec Form 4/A Filing - HEYER ANDREW R @ ONESPAWORLD HOLDINGS Ltd - 2021-03-29

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FORM 4/A
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
HEYER ANDREW R
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
770 SOUTH DIXIE HIGHWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2021
(Street)
CORAL GABLES, FL33146
4. If Amendment, Date Original Filed (MM/DD/YY)
03/31/2021
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 03/29/2021 J 169,502 A 965,593 ( 3 ) D
Common Shares 03/29/2021 J 150,548 A 1,116,141 ( 3 ) I ( 4 ) By Andrew Heyer Entities (as defined below) ( 4 )
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
HEYER ANDREW R
770 SOUTH DIXIE HIGHWAY, SUITE 200
CORAL GABLES, FL33146
X
Signatures
/s/ Stephen B. Lazarus, as Attorney-in-Fact for Andrew R. Heyer 04/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2021, an aggregate of 320,050 common shares of the Issuer (the "Common Shares") were issued to the reporting person and Harris Reid Heyer Trust, Heyer Investment Management, LLC, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust (collectively with the reporting person, the "Andrew Heyer Holders"), with no consideration being paid in connection therewith, in satisfaction of the Issuer's obligation to issue the Common Shares under the Business Combination Agreement, dated November 1, 2018 (as amended, the "BCA"), by and among the Issuer, Haymaker Sponsor LLC ("Haymaker Sponsor") and the other parties named therein. The Andrew Heyer Holders received the right in and to the Common Shares upon a distribution in kind from Haymaker Sponsor. The reporting person was directly issued 169,502 Common Shares.
( 2 )(Continued from footnote 1) Harris Reid Heyer Trust, Heyer Investment Management, LLC, James Heyer Trust, Peter Justin Heyer Trust and William Heyer Trust (collectively, the "Andrew Heyer Entities") were issued 17,385, 81,008, 17,385, 17,385, and 17,385 Common Shares, respectively.
( 3 )Includes an aggregate of 796,091 Common Shares held prior to March 29, 2021, of which (i) 390,697 Common Shares were held directly by the reporting person, (ii) 275,878 Common Shares were held by Heyer Investment Management LLC, (iii) 32,379 Common Shares were held by Harris Reid Heyer Trust, (iv) 32,379 Common Shares were held by James Heyer Trust, (v) 32,379 Common Shares were held by Peter Justin Heyer Trust and (vi) 32,379 Common Shares were held by William Heyer Trust.
( 4 )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 Investment Management, LLC. Accordingly, the reporting person may be deemed to have or share beneficial ownership of 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.

Remarks:
This amendment is being filed to remove the reference to the 55,650 Common Shares issued to each of The Kate J Heyer 2013 Trust and The David H Heyer 2013 Trust that were inadvertently included in the original filing. Such Common Shares are not beneficially owned by the reporting person, who does not have control over the entities to which they were issued.

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