Sec Form 4 Filing - Bonner Susan Reardon @ ONESPAWORLD HOLDINGS Ltd - 2022-02-22

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)
02/22/2022
(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 02/22/2022 A 21,725( 1 )( 2 ) A $ 0 196,606 D
Common Shares 02/22/2022 A 29,799( 3 ) A $ 0 226,405 D
Common Shares 02/23/2022 J( 2 ) 2,727( 4 ) D $ 9.57( 5 ) 223,678 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
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 02/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are Performance Stock Units ("PSUs") that were granted to the Reporting Person by OneSpaWorld Holdings Ltd. ("OSW", the "Issuer") on December 21, 2020. One-third of the reported PSUs vested upon achieving the performance vesting conditions. The remaining unvested PSUs vest in one-third installments on each of December 21, 2022 and December 21, 2023.
( 2 )Each PSU represents a contingent right to receive, at full vesting, one common share, par value $0.0001 per share, of the Issuer, with a portion of such shares mandatorily sold, pursuant to the terms of the grant, in a broker assisted cashless exercise program arranged by the Issuer.
( 3 )The reported transaction reflects a grant of the Issuer's restricted stock units ("RSUs"), which settle one-for-one in common shares upon vesting, which vesting will occur one-third on March 7, 2022 and two-thirds on December 5, 2022, subject to the Reporting Person's continued service through such date.
( 4 )Represents shares sold to satisfy tax withholding obligations upon the vesting and settlement of the PSUs.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.71, inclusive. The reporting person undertakes to provide to OSW, any security holder of OSW, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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).

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