4//SEC Filing
STEINER LEISURE Ltd 4
Accession 0000899243-23-011825
CIK 0001758488operating
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 6:13 PM ET
Size
12.1 KB
Accession
0000899243-23-011825
Insider Transaction Report
Form 4
Nemo Investor Aggregator, Ltd
10% Owner
Transactions
- Disposition to Issuer
Warrants
2023-04-25−1,486,520→ 0 total(indirect: See Footnote)Exercise: $11.50Exp: 2024-03-19→ Common Shares (1,486,520 underlying) - Award
Common Shares
2023-04-25+260,141→ 19,357,810 total(indirect: See Footnotes)
STEINER LEISURE Ltd
Director10% Owner
Transactions
- Award
Common Shares
2023-04-25+260,141→ 19,357,810 total(indirect: See Footnotes) - Disposition to Issuer
Warrants
2023-04-25−1,486,520→ 0 total(indirect: See Footnote)Exercise: $11.50Exp: 2024-03-19→ Common Shares (1,486,520 underlying)
Footnotes (4)
- [F1]Steiner Leisure Ltd. exchanged 1,486,520 warrants for 260,141 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and Steiner Leisure Ltd. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors.
- [F2]Of the 19,357,810 common shares of the Issuer beneficially owned by the reporting person, 13,421,914 shares are non-voting common shares of the Issuer and 5,935,896 shares are voting common shares of the Issuer. 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.
- [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 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.
- [F4]The warrants were exercisable in accordance with the provisions of the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the Issuer and Continental Stock Transfer & Trust Company.
Documents
Issuer
ONESPAWORLD HOLDINGS Ltd
CIK 0001758488
Entity typeoperating
IncorporatedBahamas
Related Parties
1- filerCIK 0001018946
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 6:13 PM ET
- Size
- 12.1 KB