| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OSW | Common Shares | Options Exercise | $23M | +4M | +20.69% | $5.75 | 23.4M | May 16, 2023 | See Footnotes | F1, F2, F3 |
| transaction | OSW | Common Shares | Sale | -$23M | -1.88M | -8.06% | $12.24 | 21.5M | May 16, 2023 | See Footnotes | F1, F2, F3 |
| transaction | OSW | Common Shares | Sale | -$86.3M | -8.97M | -41.76% | $9.63 | 12.5M | May 16, 2023 | See Footnotes | F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OSW | Warrants | Options Exercise | $0 | -4M | -100% | $0.00* | 0 | May 16, 2023 | Common Shares | 4M | $5.75 | See Footnotes | F2, F3 |
| Id | Content |
|---|---|
| F1 | On May 16, 2023, Steiner Leisure Ltd. ("SLL") exercised a warrant to purchase 4,004,999 non-voting shares of OneSpaWorld Holdings Ltd. ("OSW" or the "Issuer") for $5.75 a share. SLL paid the exercise price on a cashless basis, resulting in OSW's withholding of 1,882,049 non-voting shares to pay the exercise price (the "Cashless Exercise"). Following the Cashless Exercise, SLL held 15,544,864 non-voting common shares of the Issuer and 5,935,896 voting common shares of the Issuer. |
| F2 | 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. |
| F3 | (Continued from footnote 2) 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. |
| F4 | An aggregate of 8,970,000 common shares of the Issuer will be sold, subject to customary closing conditions, by SLL pursuant to an underwriting agreement, dated May 16, 2023, in connection with a registered, underwritten public offering (the "Secondary Offering") of common shares of the Issuer by SLL and certain other selling shareholders, which closes on May 19, 2023. The common shares being sold by SLL consists of 5,935,896 voting common shares of the Issuer and 3,034,104 non-voting common shares of the Issuer. Upon their sale to the underwriters in the Secondary Offering, the non-voting common shares of the Issuer being sold by the reporting person automatically convert into voting common shares of the Issuer. Following the Secondary Offering, SLL will convert all remaining non-voting shares into voting shares of the Issuer. |
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.