4//SEC Filing
Nemo Investor Aggregator, Ltd 4
Accession 0000899243-20-016764
CIK 0001758488other
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 9:00 PM ET
Size
13.5 KB
Accession
0000899243-20-016764
Insider Transaction Report
Form 4
STEINER LEISURE Ltd
Director10% Owner
Transactions
- Award
Warrants
2020-06-12+4,004,999→ 4,004,999 total(indirect: Steiner Leisure Ltd)Exercise: $5.75From: 2020-06-12Exp: 2025-06-12→ Common Shares (4,004,999 underlying) - Award
Common Shares, par value $0.0001 per share
2020-06-12+20,018,750→ 28,566,880 total(indirect: Steiner Leisure Ltd)
Nemo Parent, Inc.
10% Owner
Transactions
- Award
Common Shares, par value $0.0001 per share
2020-06-12+20,018,750→ 28,566,880 total(indirect: Steiner Leisure Ltd) - Award
Warrants
2020-06-12+4,004,999→ 4,004,999 total(indirect: Steiner Leisure Ltd)Exercise: $5.75From: 2020-06-12Exp: 2025-06-12→ Common Shares (4,004,999 underlying)
Nemo Investor Aggregator, Ltd
10% Owner
Transactions
- Award
Warrants
2020-06-12+4,004,999→ 4,004,999 total(indirect: Steiner Leisure Ltd)Exercise: $5.75From: 2020-06-12Exp: 2025-06-12→ Common Shares (4,004,999 underlying) - Award
Common Shares, par value $0.0001 per share
2020-06-12+20,018,750→ 28,566,880 total(indirect: Steiner Leisure Ltd)
Footnotes (4)
- [F1]Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants").
- [F2](Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein.
- [F3]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.
- [F4](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.
Documents
Issuer
ONESPAWORLD HOLDINGS Ltd
CIK 0001758488
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001770497
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 9:00 PM ET
- Size
- 13.5 KB