SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Peterson Karl Mr.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2013
3. Issuer Name and Ticker or Trading Symbol
Norwegian Cruise Line Holdings Ltd. [ NCLH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned (1) (2) 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Karl Peterson is a TPG Partner. TPG is affiliated with each of TPG Viking I, L.P., ("Viking I"), which directly holds 932 ordinary shares ("Ordinary Shares") of Norwegian Cruise Line Holdings Ltd. (the "Issuer") (the "Viking I Shares"), TPG Viking II, L.P., ("Viking II"), which directly holds 274 Ordinary Shares of the Issuer (the "Viking II Shares"), and TPG Viking AIV III, L.P., ("Viking AIV III" and together with Viking I and Viking II, the "TPG Viking Funds"), which directly holds 44 Ordinary Shares of the Issuer (the "Viking AIV III Shares" and together with the Viking I Shares and the Viking II Shares, the "TPG Shares").
2. Mr. Peterson disclaims beneficial ownership of all of the TPG Shares that are or may be beneficially owned by the TPG Viking Funds or any of their respective affiliates. Pursuant Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Peterson is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.
Remarks:
3. Ronald Cami is signing on behalf of Karl Peterson pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed the Securities and Exchange Commission.
By: Ronald Cami on behalf of Karl Peterson (3) 01/17/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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