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

Role: Director
Signature: /s/ Inga Fyodorova, as Attorney-in-Fact for Andrew R. Heyer
Stock symbol: OSW
Transactions as of: Apr 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/27/2023, 06:12 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		+72.7K	+15.09%		554K	Apr 25, 2023	Direct	F1
transaction	OSW	Common Shares	Award		+52.2K	+10.85%		533K	Apr 25, 2023	See Footnotes	F2, F3, F4
holding	OSW	Common Shares						100K	Apr 25, 2023	By Wife	F5

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		-415K	-100%		0	Apr 25, 2023	Common Shares	415K	$11.50	Direct	F1, F6
transaction	OSW	Warrants	Disposed to Issuer		-298K	-100%		0	Apr 25, 2023	Common Shares	298K	$11.50	See Footnote	F2, F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person exchanged 415,373 warrants for 72,690 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 were transacted as follows: (i) Heyer Investment Management, LLC exchanged 127,807 warrants for 22,366 common shares, (ii) Harris Reid Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iii) James Heyer Trust exchanged 42,602 warrants for 7,455 common shares, (iv) Peter Justin Heyer Trust exchanged 42,602 warrants for 7,455 common shares, and (v) William Heyer Trust exchanged 42,602 warrants for 7,455 common shares. The exchanges were effected pursuant to Warrant Exchange Agreements, dated March 15, 2023, by and among the Issuer and the foregoing entities. 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.
F3	Includes (i) 329,252 common shares held by Heyer Investment Management, LLC, (ii) 52,219 common shares held by Harris Reid Heyer Trust, (iii) 57,219 common shares held by James Heyer Trust, (iv) 37,219 common shares held by Peter Justin Heyer Trust and (v) 57,219 common shares held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC (the foregoing entities, the "Andrew Heyer Entities").
F4	The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew 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.
F5	The reported securities are held and independently managed by Mindy Heyer, the reporting person's spouse. The reporting person disclaims beneficial ownership of such securities.
F6	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.