X0407 4 2023-04-25 0 0001758488 ONESPAWORLD HOLDINGS Ltd OSW 0001018946 STEINER LEISURE Ltd OFFICE NUMBER 2, PINEAPPLE BUSINESS PARK AIRPORT INDUSTRIAL PARK, P.O BOX N-624 NASSAU C5 BAHAMAS 1 0 1 0 0001770497 Nemo Investor Aggregator, Ltd C/O MOURANT OZANNES CORPORATE SERVICES 94 SOLARIS AVENUE, PO BOX 1348 CAMANA BAY, GRAND CAYMAN E9 CAYMAN ISLANDS 1 0 1 0 0 Common Shares 2023-04-25 4 A 0 260141 A 19357810 I See Footnotes Warrants 11.50 2023-04-25 4 D 0 1486520 D 2024-03-19 Common Shares 1486520 0 I See Footnote Steiner Leisure Ltd. exchanged 1,486,520 warrants for 260,141 common shares, pursuant to a Warrant Exchange Agreement, dated March 15, 2023, by and among the Issuer and Steiner Leisure Ltd. The transactions are exempt under Rule 16b-3 as transactions between the Issuer and a director in an Issuer exchange offer that was approved by the Issuer's board of directors. Of the 19,357,810 common shares of the Issuer beneficially owned by the reporting person, 13,421,914 shares are non-voting common shares of the Issuer and 5,935,896 shares are voting common shares of the Issuer. Steiner Leisure Ltd is controlled 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. (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 Ltd, 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 warrants were exercisable in accordance with the provisions of the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the Issuer and Continental Stock Transfer & Trust Company. Marc Magliacano and Adam Hasiba currently serve as Steiner Leisure Ltd.'s representatives on the board of directors of the Issuer, and therefore, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Steiner Leisure Ltd. may be deemed a director by deputization of the Issuer. STEINER LEISURE LIMITED, /s/ Marc Magliacano, Vice President and Assistant Secretary 2023-04-27 NEMO INVESTOR AGGREGATOR, LIMITED, /s/ Marc Magliacano, President and Chairman 2023-04-27