4//SEC Filing
STEINER LEISURE Ltd 4
Accession 0000899243-20-009283
CIK 0001758488operating
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 7:20 PM ET
Size
11.1 KB
Accession
0000899243-20-009283
Insider Transaction Report
Form 4
Nemo Investor Aggregator, Ltd
10% Owner
Transactions
- Award
Common Shares, par value $0.0001 per share
2020-03-19+350,000→ 8,548,130 total(indirect: Steiner Leisure Funds)
STEINER LEISURE Ltd
Director10% Owner
Transactions
- Award
Common Shares, par value $0.0001 per share
2020-03-19+350,000→ 8,548,130 total(indirect: Steiner Leisure Funds)
Nemo Parent, Inc.
10% Owner
Transactions
- Award
Common Shares, par value $0.0001 per share
2020-03-19+350,000→ 8,548,130 total(indirect: Steiner Leisure Funds)
Footnotes (3)
- [F1]Pursuant to the Business Combination Agreement (as amended, the "Agreement"), dated November 1, 2018, by and among Steiner Leisure Limited ("Steiner Leisure,"), the issuer and the other parties thereto, Steiner Leisure was issued 350,000 common shares of the issuer (the "Shares") that were held in escrow to support the indemnification obligations of Steiner Leisure under the Agreement. The Shares were released from escrow to Steiner Leisure on March 19, 2020, the one year anniversary of the closing of the transactions contemplated by the Agreement, for no additional consideration in accordance with the terms of the Agreement.
- [F2]Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.
- [F3](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, 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. The address for Steiner Leisure is Suite 104A, Saffrey Square, Nassau, The Bahamas. The address for Nemo Investor Aggregator, Limited is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, PO Box 1348, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The address for Nemo Parent, Inc. is c/o Lennox Paton Corporate Services Ltd., 3 Bayside Executive Park, West Bay Street, Nassau, The Bahamas.
Documents
Issuer
ONESPAWORLD HOLDINGS Ltd
CIK 0001758488
Entity typeoperating
IncorporatedBahamas
Related Parties
1- filerCIK 0001018946
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 7:20 PM ET
- Size
- 11.1 KB