4//SEC Filing
STEINER LEISURE Ltd 4
Accession 0000899243-21-026757
CIK 0001758488operating
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 4:43 PM ET
Size
11.4 KB
Accession
0000899243-21-026757
Insider Transaction Report
Form 4
STEINER LEISURE Ltd
Director10% Owner
Transactions
- Sale
Common Shares
2021-06-28$9.10/sh−9,469,211$86,134,784→ 19,097,669 total(indirect: See Footnotes)
Nemo Parent, Inc.
10% Owner
Transactions
- Sale
Common Shares
2021-06-28$9.10/sh−9,469,211$86,134,784→ 19,097,669 total(indirect: See Footnotes)
Nemo Investor Aggregator, Ltd
10% Owner
Transactions
- Sale
Common Shares
2021-06-28$9.10/sh−9,469,211$86,134,784→ 19,097,669 total(indirect: See Footnotes)
Footnotes (3)
- [F1]An aggregate of 9,469,211 common shares of the Issuer (the "Common Shares") were sold by Steiner Leisure Limited ("Steiner Leisure" ) in connection with a registered, underwritten public offering of (the "Secondary Offering") common shares of the Issuer by certain selling shareholders, which closed on June 28, 2021. For more information, see the Issuer's final prospectus filed pursuant to Rule 424(b)(5) on June 25, 2021. The Common Shares sold by the reporting person consisted of 5,705,625 voting common shares of the Issuer and 3,763,586 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 sold by the reporting person automatically converted into voting common shares of the Issuer. The Common Shares sold by the reporting person included shares sold pursuant to the exercise in full of the underwriters' option to purchase additional common shares from the reporting person.
- [F2]Of the 19,097,669 common shares of the Issuer beneficially owned by the reporting person following the Secondary Offering, 13,421,914 shares are non-voting common shares of the Issuer and 5,675,755 shares are voting common shares of the Issuer. 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.
- [F3](Continued from footnote 2) 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. 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 typeoperating
IncorporatedBahamas
Related Parties
1- filerCIK 0001018946
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 4:43 PM ET
- Size
- 11.4 KB