Stiefler Jeffrey E Form 4 ONESPAWORLD / JEFFREY E STIEFLER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STIEFLER JEFFREY E

(Last) (First) (Middle)

770 SOUTH DIXIE HIGHWAY, SUITE 200

(Street)

CORAL GABLES FL 33146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/07/2024		M		6,667	A	$5.75	70,343	I	By Stiefler Trust U/T/D 5/31/07(2)
Common Shares	03/07/2024		D(1)		2,831	D	$13.54	67,512	I	By Stiefler Trust U/T/D 5/31/07(2)
Common Shares	03/07/2024		M		42,602	A	$11.5	110,114	I	By Stiefler Trust U/T/D 5/31/07(2)
Common Shares	03/07/2024		D(3)		36,186	D	$13.54	73,928	I	By Stiefler Trust U/T/D 5/31/07(2)
Common Shares								95,483(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$5.75	03/07/2024		M			6,667	06/12/2020	06/12/2025	Common Shares	6,667	$0.00	0	I	By Stiefler Trust U/T/D 5/31/07(2)
Warrants	$11.5	03/07/2024		M			42,602	(5)	03/19/2024	Common Shares	42,602	$0.00	0	I	By Stiefler Trust U/T/D 5/31/07(2)

Explanation of Responses:

1. On March 7, 2024, the Stiefler Trust U/T/D 5/31/07 ("Stiefler Trust") exercised a warrant to purchase 6,667 Common Shares for $5.75 a share. Stiefler Trust paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 2,831 Common Shares to pay the exercise price.

2. The reporting person is the trustee of Stiefler Trust and has voting and dispositive power over the securities held by it. Accordingly, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. On March 7, 2024, Stiefler Trust exercised a warrant to purchase 42,602 Common Shares for $11.50 a share. Stiefler Trust paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 36,186 Common Shares to pay the exercise price.

4. Includes an additional 56,911 Common Shares to correct for inadvertent errors in the Column 5 amount reflected in connection with previously reported transactions.

5. 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.

	/s/ Inga Fyodorova, as Attorney-in-Fact for Jeffrey E. Stiefler	03/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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