Sec Form 4 Filing - STEINER LEISURE Ltd @ ONESPAWORLD HOLDINGS Ltd - 2023-05-16

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) OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK, AIRPORT INDUSTRIAL PARK, P.O BOX N-624 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2023 (Street) NASSAU, C500000 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 05/16/2023 M 4,004,999 A $ 5.75 23,362,809 ( 1 ) I See Footnotes ( 2 ) ( 3 ) Common Shares 05/16/2023 S( 1 ) 1,882,049 D $ 12.24 21,480,760 ( 1 ) I See Footnotes ( 2 ) ( 3 ) Common Shares 05/16/2023 S( 4 ) 8,970,000 D $ 9.625 12,510,760 ( 4 ) I See Footnotes ( 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 Warrants $ 5.75 05/16/2023 M 4,004,999 06/12/2020 06/12/2025 Common Shares 4,004,999 $ 0 0 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEINER LEISURE Ltd OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK AIRPORT INDUSTRIAL PARK, P.O BOX N-624 NASSAU, C500000 X X Nemo Investor Aggregator, Ltd C/O MOURANT OZANNES CORPORATE SERVICES 94 SOLARIS AVENUE, PO BOX 1348 CAMANA BAY, GRAND CAYMAN, E90000 X X Signatures STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary 05/18/2023 Signature of Reporting Person Date NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 05/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 16, 2023, Steiner Leisure Ltd. ("SLL") exercised a warrant to purchase 4,004,999 non-voting shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer") for $5.75 a share. SLL paid the exercise price on a cashless basis, resulting in OSW's withholding of 1,882,049 non-voting shares to pay the exercise price (the "Cashless Exercise"). Following the Cashless Exercise, SLL held 15,544,864 non-voting common shares of the Issuer and 5,935,896 voting common shares of the Issuer. ( 2 )Steiner Leisure Ltd is controlled 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 2) 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 Ltd, 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. ( 4 )An aggregate of 8,970,000 common shares of the Issuer will be sold, subject to customary closing conditions, by SLL pursuant to an underwriting agreement, dated May 16, 2023, in connection with a registered, underwritten public offering (the "Secondary Offering") of common shares of the Issuer by SLL and certain other selling shareholders, which closes on May 19, 2023. The common shares being sold by SLL consists of 5,935,896 voting common shares of the Issuer and 3,034,104 non-voting common shares of the Issuer. Upon their sale to the underwriters in the Secondary Offering, the non-voting common shares of the Issuer being sold by the reporting person automatically convert into voting common shares of the Issuer. Following the Secondary Offering, SLL will convert all remaining non-voting shares into voting shares of the Issuer.

Remarks: Marc Magliacano and Adam Hasiba currently serve as Steiner Leisure Ltd.'s representatives on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Steiner Leisure Ltd. may be deemed a director by deputization of the Issuer.

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