Haymaker Acquisition (HAY) Form 4 Change in insider ownership

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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X

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^*

Haymaker Sponsor LLC

(Last) (First) (Middle)

650 FIFTH AVENUE FLOOR 10

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Haymaker Acquisition Corp. [ HYAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2017

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
Class A Common Stock	03/19/2019		M		8,250,000	A	(1)(2)	8,250,000	D(3)
Class A Common Stock	03/19/2019		J		8,250,000	D	(4)	0	D(3)

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
Class B Common Stock	(5)	11/03/2017		J			375,000	(1)(2)	(1)(2)	Class A Common Stock	375,000	(5)	8,250,000	D(3)
Class B Common Stock	(1)(2)	03/19/2019		M			8,250,000	(1)(2)	(1)(2)	Class A Common Stock	8,250,000	(1)(2)	0	D(3)
Warrant	(6)	03/19/2019		J			8,000,000	(7)	(7)	Class A Common Stock	8,250,000	(6)	0	D(3)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-220733) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share ("Class B Stock"), automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Stock"), at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. (Continued from Footnote 1) On March 19, 2019, the issuer consummated its initial business combination (the "Business Combination") with OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas ("OneSpaWorld"). In connection with the Business Combination, each share of Class B Stock converted into Class A Stock.

3. These securities were held by Haymaker Sponsor LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may have been deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.

4. In connection with the Business Combination, the Sponsor exchanged its Class A Shares for 6,650,000 fully paid and non-assessable common shares, par value U.S. $0.0001 per share, of OneSpaWorld ("OSW Shares"), and the right to receive up to 1,600,000 OSW Shares upon the occurrence of certain events.

5. The Class B Stock owned by the Sponsor included up to 1,125,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities did not exercise in full their over-allotment option as described in the Registration Statement. Because the underwriters exercised the over-allotment option in part, the Sponsor forfeited 375,000 shares of Class B Stock on November 3, 2017 in order to maintain ownership of 20.0% of issued and outstanding shares of the issuer. The shares forfeited by the Sponsor were cancelled by the issuer.

6. In connection with the Business Combination, the Sponsor exchanged each of its warrants to purchase Class A Shares for warrants to purchase OSW Shares at a purchase price of $11.50 per share.

7. The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.

Remarks:

	/s/ ANDREW R HEYER, managing member, Haymaker Sponsor LLC	03/20/2019
	** Signature of Reporting Person	Date
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