LC9 Skipper, L.P. 3
3 · Norwegian Cruise Line Holdings Ltd. · Filed May 28, 2020
Insider Transaction Report
Form 3
LC9 Skipper, L.P.
10% Owner
Holdings
- 62,000(indirect: By Scott Dahnke)
Ordinary Shares
Exchangeable Senior Notes due 2026
Exercise: $12.10From: 2020-05-28→ Ordinary Shares (33,057,840 underlying)
Footnotes (4)
- [F1]Represents shares of the issuer held personally by Scott A. Dahnke. LC9 Skipper ("Skipper"), L.P., LC9 Managers Ltd. and J. Michael Chu expressly disclaim beneficial ownership of such securities.
- [F2]The Exchangeable Senior Notes (the "Notes") issued by NCL Corporation Ltd., a wholly-owned subsidiary of Norwegian Cruise Line Holding Ltd. ("Holdings"), mature on June 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F3]This is the number of shares of ordinary shares ("Ordinary Shares") of Holdings issuable upon exchange of the Notes as of the date of this filing and is based on the initial exchange rate of 82.6446 Ordinary Shares per $1,000 principal amount exchanged. The number of Ordinary Shares issuable upon exchange is subject to increase based on anti-dilution adjustments set forth in the terms of the Notes. The number of Ordinary Shares issuable upon exchange also will increase on each semiannual interest payment date (June 1 and December 1), with no action or election by Skipper or of Holdings, at a rate of 7.0% per annum for the first year and 4.5% per annum for the following four years.
- [F4]Skipper directly holds the Notes. LC9 Managers Ltd. is the general partner of Skipper. Scott A. Dahnke and J. Michael Chu are members of the managing board of LC9 Managers Ltd. By virtue of these relationships, LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu may be deemed to share voting and dispositive power with respect to the Ordinary Shares issuable upon exchange of the Notes. LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu expressly disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.