Sec Form 4 Filing - STEINER LEISURE Ltd @ ONESPAWORLD HOLDINGS Ltd - 2023-06-06

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
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)
06/06/2023
(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 06/06/2023 S( 1 ) 1,350,000 D $ 9.625 ( 2 ) 11,160,760 I See Footnotes ( 3 ) ( 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
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 06/06/2023
Signature of Reporting Person Date
NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 06/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported sale was effected pursuant to an exercise by the underwriters of their option to purchase additional common shares of OneSpaWorld Holdings, Ltd. (the "Issuer") in connection with a previously reported underwritten public offering (the "Secondary Offering") that originally closed on May 19, 2023. The common shares sold by Steiner Leisure Ltd. ("SLL") consisted of 1,350,000 voting shares of the Issuer and the sale of such additional common shares closed on June 6, 2023.
( 2 )This amount represents a public offering price of $10.00 per share of the Issuer, less an underwriting discount of $0.375 per share for shares sold in the Secondary Offering.
( 3 )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.
( 4 )(Continued from footnote 3) 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.

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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