X0306 4 2020-06-12 0 0001758488 ONESPAWORLD HOLDINGS Ltd OSW 0001259062 HEYER ANDREW R 770 SOUTH DIXIE HIGHWAY, SUITE 200 CORAL GABLES FL 33146 1 0 0 0 Common Shares 2020-06-12 4 A 0 375000 A 946091 I See Footnotes Warrant (right to buy) 5.75 2020-06-12 4 A 0 100000 A 2025-06-12 Common Shares 100000 100000 I See Footnotes On June 12, 2020, the reporting person and Heyer Investment Management LLC ("Heyer Management") purchased an aggregate of (i) 375,000 common shares and (ii) 100,000 warrants to acquire common shares pursuant to an Investment Agreement by and among the Issuer, Steiner Leisure Limited, the reporting person, Heyer Management, and the other investors named on the signature pages thereto, for an aggregate purchase price of $1,500,000. The reporting person directly acquired 250,000 common shares and 66,667 warrants to acquire common shares for a purchase price of $1,000,000, and Heyer Management acquired the balance of the securities for a purchase price of $500,000. Includes (i) 290,697 common shares held directly by the reporting person, (ii) 150,878 common shares indirectly by Heyer Management, (iii) 32,379 common shares indirectly held by the Harris Reid Heyer Trust, (iv) 32,379 common shares indirectly held by James Heyer Trust, (v) 32,379 common shares indirectly held by the Peter Justin Heyer Trust, and (vi) 32,379 common shares indirectly held by the William Heyer Trust, prior to June 12, 2020. The reporting person is a trustee of the trusts named in clauses (iii) - (vi), and jointly holds voting and dispositive power of the securities held by such entities. As such, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person is the managing member of Heyer Management and has voting and dispositive power of the securities held by such entity. Accordingly, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The warrants are immediately exercisable and expire on the fifth anniversary of the issuance date. /s/ Stephen B. Lazarus, as Attorney-in-Fact for Andrew R. Heyer 2020-06-16