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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/14/24 |
Issuer: |
| Issuer CIK: 1758488 |
| Issuer Name: ONESPAWORLD HOLDINGS Ltd |
| Issuer Trading Symbol: OSW |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1666150 |
| | Owner Name: McLallen Walter Field |
| Reporting Owner Address: |
| | Owner Street 1: 770 SOUTH DIXIE HIGHWAY, SUITE 200 |
| | Owner Street 2: |
| | Owner City: CORAL GABLES |
| | Owner State: FL |
| | Owner ZIP Code: 33146 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
Aff 10b5 One? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Shares |
| | Transaction Date: |
| | | Value: 3/14/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,000 |
| | | Transaction Price Per Share: |
| Value: 13.04 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 194,422 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Shares |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,000 |
| | | Transaction Price Per Share: |
| Value: 11.5 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 204,422 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Shares |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,936 |
| | | Transaction Price Per Share: |
| Value: 12.87 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 195,486 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrants |
| | Conversion or Exercise Price: |
| | | Value: 11.5 |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,000 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 3/19/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares |
| | | Underlying Security Shares: |
| Value: 10,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.01 to $13.08. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within this range. |
| Footnote - F2: On March 15, 2024, the Reporting Person exercised a warrant to purchase 10,000 Common Shares for $11.50 a share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,936 Common Shares to pay the exercise price. |
| Footnote - F3: The reported amount includes 400 warrants previously reported as sold in a transaction reported on Form 4 filed on March 6, 2024, which transaction did not occur due to broker error. |
| Footnote - F4: 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. |
Owner Signature: |
| Signature Name: /s/ Inga Fyodorova, as Attorney-in-Fact for Walter McLallen |
| Signature Date: 3/18/24 |