Steven J. Heyer - Apr 25, 2023 Form 4 Insider Report for ONESPAWORLD HOLDINGS Ltd (OSW)

Role
Director
Signature
/s/ Inga Fyodorova, as Attorney-in-Fact for Steven J. Heyer
Stock symbol
OSW
Transactions as of
Apr 25, 2023
Transactions value $
$0
Form type
4
Date filed
4/27/2023, 06:11 PM
Previous filing
Apr 3, 2023
Next filing
May 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OSW Common Shares Award +129K +15.81% 942K Apr 25, 2023 Direct F1
holding OSW Common Shares 111K Apr 25, 2023 See Footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OSW Warrants Disposed to Issuer -735K -100% 0 Apr 25, 2023 Common Shares 735K $11.50 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person exchanged 734,890 warrants for 128,605 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and the reporting person. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors.
F2 The reported securities are directly held by The Kate J. Heyer 2013 Trust and The David H. Heyer 2013 Trust. The reporting person is a trustee of each of The Kate J. Heyer 2013 Trust and The David H. Heyer 2013 Trust (collectively, the "Steven Heyer Entities"). Accordingly, the reporting person may be deemed to have or share beneficial ownership of securities held by the Steven Heyer Entities. The reporting person disclaims beneficial ownership of such 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.
F3 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.