Sec Form 4 Filing - FLUXMAN LEONARD I @ ONESPAWORLD HOLDINGS Ltd - 2023-05-16

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
FLUXMAN LEONARD I
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
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
770 SOUTH DIXIE HIGHWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2023
(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 05/16/2023 M 66,667 A $ 5.75 316,667 I By Fluxman Family Holdings LLC ( 2 )
Common Shares 02/16/2023 S( 1 ) 31,329 D $ 12.24 285,338 I By Fluxman Family Holdings LLC ( 2 )
Common Shares 1,667,290 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
Warrants (right to buy) $ 5.75 05/16/2023 M 66,667 06/12/2020 06/12/2025 Common Shares 66,667 $ 0 0 I By Fluxman Family Holdings LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLUXMAN LEONARD I
770 SOUTH DIXIE HIGHWAY, SUITE 200
CORAL GABLES, FL33146
X See Remarks
Signatures
/s/ Inga Fyodorova, as attorney-in-fact for Leonard Fluxman 05/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 16, 2023, Fluxman Family Holdings LLC ("Fluxman Holdings") exercised a warrant to purchase 66,667 common shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer) for $5.75 a share. Fluxman Holdings paid the exercise price on a cashless basis, resulting in OSW's withholding of 31,329 common shares to pay the exercise price.
( 2 )The reporting person has voting and dispositive power over the securities held by Fluxman Holdings, and therefore may be deemed to indirectly beneficially own the securities held by Fluxman Holdings. The reporting person disclaims beneficial ownership of the 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:
CEO, President, Executive Chairman & Director

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