Nemo Parent, Inc.

SEC source: 0000899243-21-026757 · doc4.xml · nonDerivative · entry 1

STEINER LEISURE Ltd · CIK 0001018946 · Director · 10% owner

Nemo Parent, Inc. · CIK 0001770500 · Director · 10% owner

Nemo Investor Aggregator, Ltd · CIK 0001770497 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 19,097,669

F1 · kind: An aggregate of 9,469,211 common shares of the Issuer (the "Common Shares") were sold by Steiner Leisure Limited ("Steiner Leisure" ) in connection with a registered, underwritten public offering of (the "Secondary Offering") common shares of the Issuer by certain selling shareholders, which closed on June 28, 2021. For more information, see the Issuer's final prospectus filed pursuant to Rule 424(b)(5) on June 25, 2021. The Common Shares sold by the reporting person consisted of 5,705,625 voting common shares of the Issuer and 3,763,586 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 sold by the reporting person automatically converted into voting common shares of the Issuer. The Common Shares sold by the reporting person included shares sold pursuant to the exercise in full of the underwriters' option to purchase additional common shares from the reporting person.

F2 · balance_after: Of the 19,097,669 common shares of the Issuer beneficially owned by the reporting person following the Secondary Offering, 13,421,914 shares are non-voting common shares of the Issuer and 5,675,755 shares are voting common shares of the Issuer. Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.

F3 · balance_after: (Continued from footnote 2) 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. 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, 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.

F2 · ownership.direct: Of the 19,097,669 common shares of the Issuer beneficially owned by the reporting person following the Secondary Offering, 13,421,914 shares are non-voting common shares of the Issuer and 5,675,755 shares are voting common shares of the Issuer. Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.

F3 · ownership.direct: (Continued from footnote 2) 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. 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, 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.

F2 · ownership.nature: Of the 19,097,669 common shares of the Issuer beneficially owned by the reporting person following the Secondary Offering, 13,421,914 shares are non-voting common shares of the Issuer and 5,675,755 shares are voting common shares of the Issuer. Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.

F3 · ownership.nature: (Continued from footnote 2) 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. 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, 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.

SEC source: 0000899243-20-016764 · doc4.xml · derivative · entry 2

STEINER LEISURE Ltd · CIK 0001018946 · Director · 10% owner

Nemo Parent, Inc. · CIK 0001770500 · Director · 10% owner

Nemo Investor Aggregator, Ltd · CIK 0001770497 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Steiner Leisure Ltd

Disclosed balance after: 4,004,999

Underlying: Common Shares · 4,004,999 shares

Expires 2025-06-12

F1 · price: Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants").

F2 · price: (Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein.

F3 · ownership.nature: Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.

F4 · ownership.nature: (Continued from Footnote 3) 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, 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.

SEC source: 0000899243-20-016764 · doc4.xml · nonDerivative · entry 1

STEINER LEISURE Ltd · CIK 0001018946 · Director · 10% owner

Nemo Parent, Inc. · CIK 0001770500 · Director · 10% owner

Nemo Investor Aggregator, Ltd · CIK 0001770497 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Steiner Leisure Ltd

Disclosed balance after: 28,566,880

F1 · shares: Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants").

F2 · shares: (Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein.

F1 · price: Pursuant to the Investment Agreement, dated April 30, 2020, by and among Steiner Leisure Limited ("Steiner Leisure"), the issuer and the other investors party thereto, Steiner Leisure was issued on June 12, 2020 (1) an aggregate of 20,018,750 common shares of OneSpaWorld Holdings Limited ("Common Shares"), of which 17,185,500 Common Shares were designated as non-voting Common Shares ("Non-Voting Common Shares"); and (2) warrants to purchase 4,004,999 Non-Voting Common Shares at an exercise price of $5.75 per share (the "Warrants").

F2 · price: (Continued from Footnote 1) 5,000,000 of the Common Shares were issued by the issuer in satisfaction of its obligation to issue Common Shares under the Business Combination Agreement, dated November 1, 2018, by and among Steiner Leisure, the issuer and the other parties thereto. Steiner Leisure paid an aggregate of $60,075,000 in consideration for the securities reported herein.

F3 · ownership.nature: Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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.

F4 · ownership.nature: (Continued from Footnote 3) 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, 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.

SEC source: 0000899243-20-009283 · doc4.xml · nonDerivative · entry 1

STEINER LEISURE Ltd · CIK 0001018946 · Director · 10% owner

Nemo Parent, Inc. · CIK 0001770500 · Director · 10% owner

Nemo Investor Aggregator, Ltd · CIK 0001770497 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Steiner Leisure Funds

Disclosed balance after: 8,548,130

F1 · shares: Pursuant to the Business Combination Agreement (as amended, the "Agreement"), dated November 1, 2018, by and among Steiner Leisure Limited ("Steiner Leisure,"), the issuer and the other parties thereto, Steiner Leisure was issued 350,000 common shares of the issuer (the "Shares") that were held in escrow to support the indemnification obligations of Steiner Leisure under the Agreement. The Shares were released from escrow to Steiner Leisure on March 19, 2020, the one year anniversary of the closing of the transactions contemplated by the Agreement, for no additional consideration in accordance with the terms of the Agreement.

F1 · price: Pursuant to the Business Combination Agreement (as amended, the "Agreement"), dated November 1, 2018, by and among Steiner Leisure Limited ("Steiner Leisure,"), the issuer and the other parties thereto, Steiner Leisure was issued 350,000 common shares of the issuer (the "Shares") that were held in escrow to support the indemnification obligations of Steiner Leisure under the Agreement. The Shares were released from escrow to Steiner Leisure on March 19, 2020, the one year anniversary of the closing of the transactions contemplated by the Agreement, for no additional consideration in accordance with the terms of the Agreement.

F2 · ownership.nature: Steiner Leisure is controlled by Nemo Parent, Inc., an international business company incorporated under the laws of the Commonwealth of the Bahamas. Nemo Parent, Inc. is 100% owned 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 · ownership.nature: (Continued from Footnote 3) 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, 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. The address for Steiner Leisure is Suite 104A, Saffrey Square, Nassau, The Bahamas. The address for Nemo Investor Aggregator, Limited is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, PO Box 1348, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. The address for Nemo Parent, Inc. is c/o Lennox Paton Corporate Services Ltd., 3 Bayside Executive Park, West Bay Street, Nassau, The Bahamas.