Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
|
Names of Reporting Persons
|
Steiner Leisure Limited
|
2.
|
Check the appropriate box if a member of a group
|
(a) ☐
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
The Commonwealth of the Bahamas
|
Number of
shares
beneficially
owned by
each
reporting
person with
|
5.
|
Sole Voting Power
|
0
|
6.
|
Shared Voting Power
|
10,034,6501
|
7.
|
Sole Dispositive Power
|
0
|
8.
|
Shared Dispositive Power
|
10,034,6501
|
9.
|
Aggregate amount beneficially owned by each reporting person
|
10,034,6501
|
10.
|
Check box if the aggregate amount in Row (9) excludes certain shares
|
|
11.
|
Percent of class represented by amount in Row (9)
|
16%2
|
12.
|
Type of reporting person
|
CO
|
|
1
|
Includes 8,198,130 of common shares and 1,486,520 warrants
to purchase common shares.
|
|
2
|
The percentage is calculated based upon total outstanding
shares of 61,118,398, as of November 13, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on November
13, 2019.
|
1.
|
Names of Reporting Persons
|
Nemo Parent, Inc.
|
2.
|
Check the appropriate box if a member of a group
|
(a) ☐
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
The Commonwealth of the Bahamas
|
Number of
shares
beneficially
owned by
each
reporting
person with
|
5.
|
Sole Voting Power
|
0
|
6.
|
Shared Voting Power
|
10,034,6503
|
7.
|
Sole Dispositive Power
|
0
|
8.
|
Shared Dispositive Power
|
10,034,6503
|
9.
|
Aggregate amount beneficially owned by each reporting person
|
10,034,6503
|
10.
|
Check box if the aggregate amount in Row (9) excludes certain shares
|
|
11.
|
Percent of class represented by amount in Row (9)
|
16%4
|
12.
|
Type of reporting person
|
CO
|
|
3
|
Includes 8,198,130 of common shares and 1,486,520 warrants
to purchase common shares.
|
|
4
|
The percentage is calculated based upon total outstanding
shares of 61,118,398, as of November 13, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on November
13, 2019.
|
1.
|
Names of Reporting Persons
|
Nemo Investor Aggregator, Limited
|
2.
|
Check the appropriate box if a member of a group
|
(a) ☐
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person with
|
5.
|
Sole Voting Power
|
0
|
6.
|
Shared Voting Power
|
10,034,6505
|
7.
|
Sole Dispositive Power
|
0
|
8.
|
Shared Dispositive Power
|
10,034,6505
|
9.
|
Aggregate amount beneficially owned by each reporting person
|
10,034,6505
|
10.
|
Check box if the aggregate amount in Row (9) excludes certain shares
|
|
11.
|
Percent of class represented by amount in Row (9)
|
16%6
|
12.
|
Type of reporting person
|
CO
|
|
5
|
Includes 8,198,130 of common shares and 1,486,520 warrants to purchase common shares.
|
|
6
|
The percentage is calculated based upon total outstanding
shares of 61,118,398, as of November 13, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on November
13, 2019.
|
1.
|
Names of Reporting Persons
|
Dory HoldCo, LLC
|
2.
|
Check the appropriate box if a member of a group
|
(a) ☐
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person with
|
5.
|
Sole Voting Power
|
0
|
6.
|
Shared Voting Power
|
8,198,130
|
7.
|
Sole Dispositive Power
|
0
|
8.
|
Shared Dispositive Power
|
8,198,130
|
9.
|
Aggregate amount beneficially owned by each reporting person
|
8,198,130
|
10.
|
Check box if the aggregate amount in Row (9) excludes certain shares
|
|
11.
|
Percent of class represented by amount in Row (9)
|
13.4%7
|
12.
|
Type of reporting person
|
OO
|
|
7
|
The percentage is calculated based upon total outstanding
shares of 61,118,398, as of November 13, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on November
13, 2019.
|
This
Schedule 13G is being filed to report the release from escrow on March 19, 2020 to Steiner Leisure Limited of 350,000 common shares
of OneSpaWorld Holdings Limited (the “Issuer”) that were held in escrow to support the indemnification obligations
of Steiner Leisure Limited under the Business Combination Agreement, dated November 1, 2018, by and among Steiner
Leisure Limited, the Issuer and the other parties thereto.
Item 1.
|
Item 1(a).
|
Name of Issuer
|
OneSpaWorld
Holdings Limited
|
Item 1(b).
|
Address of the Issuer’s Principal Executive Offices
|
Shirley House, 253 Shirley Street
Nassau, Bahamas N-624
Item 2.
|
Item 2(a).
|
Names of Persons Filing
|
This
statement is filed on behalf of each of the following entities (collectively, the “Reporting Entities”):
1.
Steiner Leisure Limited (“Steiner Leisure”)
2.
Nemo Parent, Inc. (“Parent”)
3.
Nemo Investor Aggregator (“Aggregator”)
4. Dory HoldCo, LLC (“Dory”)
|
Item 2(b).
|
Address of the Principal Business Office, or if none, Residence:
|
1. Steiner Leisure Limited
Suite 104A, Saffrey Square
Nassau, Bahamas
2. Nemo Parent, Inc.
C/O Lennox Paton Corporate Services Ltd
3 Bayside Executive Park
West Bay Street
Nassau, Bahamas
3. Nemo Investor Aggregator
C/O Mourant Ozannes Corporate Services
94 Solaris Avenue, PO Box 1348
Camana Bay, Grand Cayman
4. Dory HoldCo, LLC
C/O 770 South Dixie Hwy, Suite 200
Coral Gables, Florida 33146
See responses to Item 4 on each cover page
|
Item 2(d).
|
Title of Class of Securities
|
Common shares, par value $0.0001 per share
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing
is a:
|
|
☐
|
Broker or dealer registered under Section 15 of the Act.
|
|
☐
|
Bank as defined in Section 3(a)(b) or the Act.
|
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Act.
|
|
☐
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
☐
|
An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E).
|
|
☐
|
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(F).
|
|
☐
|
A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G).
|
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
☐
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)
|
|
☐
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution
|
The information requested in this item is incorporated
herein by reference to the cover pages of this Schedule 13G.
As of March 19, 2020, Dory directly holds 8,198,130
common shares of the Issuer and Steiner Leisure directly holds
350,000 common shares of the Issuer and 1,486,520 warrants, with each warrant exercisable for one common share of the Issuer, subject
to adjustment, for an exercise price of $11.50 per share.
Dory is 100% owned by Steiner Leisure. Steiner Leisure
is controlled by Parent. Parent is 100% owned by Aggregator. Aggregator 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 Aggregator. 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.
Pursuant to Rule 13d-4 of
the Act, the Reporting Entities declare that filing this statement shall not be construed as an admission that any such entity
is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities
covered by this statement except to the extent of such person’s pecuniary interest in the common shares or warrants of the
Issuer, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting
Entity.
|
Item 5.
|
Ownership of 5 Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than 5 Percent on Behalf of Another Person
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person
|
Not
applicable
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: March 26, 2020
|
Steiner Leisure Limited
|
|
|
|
|
By:
|
/s/ Marc Magliacano
|
|
Name:
|
Marc Magliacano
|
|
Title:
|
Vice President and Assistant Secretary
|
|
|
|
|
Nemo Parent, Inc.
|
|
|
|
|
By:
|
/s/ Marc Magliacano
|
|
Name:
|
Marc Magliacano
|
|
Title:
|
Vice President
|
|
|
|
|
Nemo Investor aggregator Limited
|
|
|
|
|
By:
|
/s/ Marc Magliacano
|
|
Name:
|
Marc Magliacano
|
|
Title:
|
President and Chairman
|
|
|
|
|
Dory HoldCo, LLC
|
|
|
|
|
By:
|
/s/ Robert C. Boehm
|
|
Name:
|
Robert C. Boehm
|
|
Title:
|
Chief Executive Officer, Executive Vice President
|
|
|
General Counsel and Secretary
|
EXHIBIT INDEX
9