4//SEC Filing
STEINER LEISURE Ltd 4
Accession 0000950170-23-023144
CIK 0001758488operating
Filed
May 17, 8:00 PM ET
Accepted
May 18, 8:22 PM ET
Size
15.4 KB
Accession
0000950170-23-023144
Insider Transaction Report
Form 4
Nemo Investor Aggregator, Ltd
10% Owner
Transactions
- Sale
Common Shares
2023-05-16$9.63/sh−8,970,000$86,336,250→ 12,510,760 total(indirect: See Footnotes) - Exercise/Conversion
Common Shares
2023-05-16$5.75/sh+4,004,999$23,028,744→ 23,362,809 total(indirect: See Footnotes) - Sale
Common Shares
2023-05-16$12.24/sh−1,882,049$23,036,280→ 21,480,760 total(indirect: See Footnotes) - Exercise/Conversion
Warrants
2023-05-16−4,004,999→ 0 total(indirect: See Footnotes)Exercise: $5.75From: 2020-06-12Exp: 2025-06-12→ Common Shares (4,004,999 underlying)
STEINER LEISURE Ltd
Director10% Owner
Transactions
- Exercise/Conversion
Warrants
2023-05-16−4,004,999→ 0 total(indirect: See Footnotes)Exercise: $5.75From: 2020-06-12Exp: 2025-06-12→ Common Shares (4,004,999 underlying) - Sale
Common Shares
2023-05-16$12.24/sh−1,882,049$23,036,280→ 21,480,760 total(indirect: See Footnotes) - Exercise/Conversion
Common Shares
2023-05-16$5.75/sh+4,004,999$23,028,744→ 23,362,809 total(indirect: See Footnotes) - Sale
Common Shares
2023-05-16$9.63/sh−8,970,000$86,336,250→ 12,510,760 total(indirect: See Footnotes)
Footnotes (4)
- [F1]On May 16, 2023, Steiner Leisure Ltd. ("SLL") exercised a warrant to purchase 4,004,999 non-voting shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer") for $5.75 a share. SLL paid the exercise price on a cashless basis, resulting in OSW's withholding of 1,882,049 non-voting shares to pay the exercise price (the "Cashless Exercise"). Following the Cashless Exercise, SLL held 15,544,864 non-voting common shares of the Issuer and 5,935,896 voting common shares of the Issuer.
- [F2]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. 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 2) 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]An aggregate of 8,970,000 common shares of the Issuer will be sold, subject to customary closing conditions, by SLL pursuant to an underwriting agreement, dated May 16, 2023, in connection with a registered, underwritten public offering (the "Secondary Offering") of common shares of the Issuer by SLL and certain other selling shareholders, which closes on May 19, 2023. The common shares being sold by SLL consists of 5,935,896 voting common shares of the Issuer and 3,034,104 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 being sold by the reporting person automatically convert into voting common shares of the Issuer. Following the Secondary Offering, SLL will convert all remaining non-voting shares into voting shares of the Issuer.
Documents
Issuer
ONESPAWORLD HOLDINGS Ltd
CIK 0001758488
Entity typeoperating
IncorporatedBahamas
Related Parties
1- filerCIK 0001018946
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 8:22 PM ET
- Size
- 15.4 KB