OneSpaWorld Holdings Limited (OSW) 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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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^*

STEINER LEISURE Ltd

(Last) (First) (Middle)

OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK

AIRPORT INDUSTRIAL PARK, P.O BOX N-624

(Street)

NASSAU C5 00000

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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

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

	Form filed by One Reporting Person
X	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	06/06/2023		S(1)		1,350,000	D	$9.625(2)	11,160,760	I	See Footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

STEINER LEISURE Ltd

(Last) (First) (Middle)

OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK

AIRPORT INDUSTRIAL PARK, P.O BOX N-624

(Street)

NASSAU C5 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nemo Investor Aggregator, Ltd

(Last) (First) (Middle)

C/O MOURANT OZANNES CORPORATE SERVICES

94 SOLARIS AVENUE, PO BOX 1348

(Street)

CAMANA BAY, GRAND CAYMAN E9 0000

(City) (State) (Zip)

Explanation of Responses:

1. The reported sale was effected pursuant to an exercise by the underwriters of their option to purchase additional common shares of OneSpaWorld Holdings, Ltd. (the "Issuer") in connection with a previously reported underwritten public offering (the "Secondary Offering") that originally closed on May 19, 2023. The common shares sold by Steiner Leisure Ltd. ("SLL") consisted of 1,350,000 voting shares of the Issuer and the sale of such additional common shares closed on June 6, 2023.

2. This amount represents a public offering price of $10.00 per share of the Issuer, less an underwriting discount of $0.375 per share for shares sold in the Secondary Offering.

3. 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.

4. (Continued from footnote 3) 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.

Remarks:

Marc Magliacano and Adam Hasiba currently serve as Steiner Leisure Ltd.'s representatives on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Steiner Leisure Ltd. may be deemed a director by deputization of the Issuer.

	STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary	06/06/2023
	NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman	06/06/2023
	** Signature of Reporting Person	Date
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