0001104659-23-002751.txt : 20230110 0001104659-23-002751.hdr.sgml : 20230110 20230110163140 ACCESSION NUMBER: 0001104659-23-002751 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230101 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DeMarco Andrea CENTRAL INDEX KEY: 0001958587 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 23521500 MAIL ADDRESS: STREET 1: 7665 CORPORATE CENTER DRIVE CITY: MIAMI STATE: FL ZIP: 33126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Norwegian Cruise Line Holdings Ltd. CENTRAL INDEX KEY: 0001513761 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980691007 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-436-4000 MAIL ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 3 1 tm232837-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-01-01 0 0001513761 Norwegian Cruise Line Holdings Ltd. NCLH 0001958587 DeMarco Andrea 7665 CORPORATE CENTER DRIVE MIAMI FL 33126 0 1 0 0 Pres. RSSC Common Stock 37887 D Common Stock 3696 D Common Stock 8930 D Common Stock 25641 D Stock Option (right to buy) 30.95 2023-06-30 Common Stock 5000 D Stock Option (right to buy) 31.90 2024-06-30 Common Stock 7500 D Stock Option (right to buy) 56.19 2025-06-30 Common Stock 7500 D Each restricted share unit represents the contingent right to receive one share of Norwegian Cruise Line Holdings Ltd.'s ("NCLH") common stock upon vesting. Represents unvested portion of a grant of restricted share units made on March 2, 2020 under NCLH's Amended and Restated 2013 Performance Incentive Plan (the "Plan"). The restricted share units will vest in one installment on March 1, 2023. Represents unvested portion of a grant of restricted share units made on June 15, 2021 under the Plan. The restricted share units will vest in equal installments on March 1, 2023 and March 1, 2024. Represents unvested portion of a grant of restricted share units made on March 1, 2022 under the Plan. The restricted share units will vest in equal installments on March 1, 2023, March 1, 2024 and March 1, 2025. The options vested over a period of four years. All of the options were vested as of July 1, 2017. The options vested over a period of four years. All of the options were vested as of July 1, 2018. The options vested over a period of three years. All of the options were vested as of July 1, 2018. Exhibit List: Exhibit 24 - Power of Attorney By: /s/ Daniel S. Farkas, attorney-in-fact for Andrea DeMarco 2023-01-10 EX-24 2 tm232837-1_ex24.htm EXHIBIT 24

EXHIBIT 24

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

Know all by these present, that the undersigned hereby makes, constitutes and appoints each of Daniel S. Farkas, Lincoln Vidal, Angela Stark, Kimberly D. Grotenrath (so long as she works at O’Melveny & Myers LLP) and Regina Braman (so long as she works at O’Melveny & Myers LLP), each of them acting individually, and each person who at the time of acting pursuant to this Power of Attorney is the General Counsel of Norwegian Cruise Line Holdings Ltd., a Bermuda exempted company (the “Company”), as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of the Company, and Form ID or other information to secure an access and any other code and/or CIK number to permit filing via EDGAR with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Section 16 reports with respect to his/her holdings of and transactions in or involving securities issued by the Company, or earlier if revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December, 2022.

	/s/Andrea DeMarco
	Signature

	Andrea DeMarco
	Print Name

CERTIFICATE OF ACKNOWLEDGMENT

State of Florida County of Miami-Dade

On December 6, 2022, before me, Jared G. Silberhorn, Notary Public, personally appeared Andrea DeMarco personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.


	/s/ Jared Silberhorn

	NOTARY SIGNATURE
(NOTARY SEAL)