LC9 Managers Form 3 Norwegian Cruise Line / Scott Arnold Dahnke ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LC9 Skipper, L.P.

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE, SUITE 200

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2020

3. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [ NCLH ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	62,000	I(1)	By Scott Dahnke

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Exchangeable Senior Notes due 2026	05/28/2020	(2)	Ordinary Shares	33,057,840(3)	12.1	D(4)

1. Name and Address of Reporting Person^*

LC9 Skipper, L.P.

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE, SUITE 200

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LC9 Managers Ltd.

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dahnke Scott Arnold

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chu James Michael

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of the issuer held personally by Scott A. Dahnke. LC9 Skipper ("Skipper"), L.P., LC9 Managers Ltd. and J. Michael Chu expressly disclaim beneficial ownership of such securities.

2. The Exchangeable Senior Notes (the "Notes") issued by NCL Corporation Ltd., a wholly-owned subsidiary of Norwegian Cruise Line Holding Ltd. ("Holdings"), mature on June 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

3. This is the number of shares of ordinary shares ("Ordinary Shares") of Holdings issuable upon exchange of the Notes as of the date of this filing and is based on the initial exchange rate of 82.6446 Ordinary Shares per $1,000 principal amount exchanged. The number of Ordinary Shares issuable upon exchange is subject to increase based on anti-dilution adjustments set forth in the terms of the Notes. The number of Ordinary Shares issuable upon exchange also will increase on each semiannual interest payment date (June 1 and December 1), with no action or election by Skipper or of Holdings, at a rate of 7.0% per annum for the first year and 4.5% per annum for the following four years.

4. Skipper directly holds the Notes. LC9 Managers Ltd. is the general partner of Skipper. Scott A. Dahnke and J. Michael Chu are members of the managing board of LC9 Managers Ltd. By virtue of these relationships, LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu may be deemed to share voting and dispositive power with respect to the Ordinary Shares issuable upon exchange of the Notes. LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu expressly disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

Exhibits: Power of Attorney

	LC9 Skipper, L.P., By: LC9 Managers Ltd., /s/ Scott Dahnke, Name: Scott Dahnke, Title: Director	05/28/2020
	LC9 Managers Ltd., /s/ Scott Dahnke, Name: Scott Dahnke, Title: Director	05/28/2020
	/s/ Scott Dahnke, Name: Scott Dahnke	05/28/2020
	/s/ Michael Chu, Name: Michael Chu	05/28/2020
	** Signature of Reporting Person	Date
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