SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HEYER ANDREW R

(Last)

(First)

(Middle)

770 SOUTH DIXIE HIGHWAY, SUITE 200

(Street)

CORAL GABLES

33146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/06/2024		S		25,000	D	$18.5214⁽¹⁾	595,432	D
Common Shares	11/06/2024		S		25,000	D	$18.6399⁽²⁾	570,432	D
Common Shares	11/06/2024		S		25,000	D	$18.8799⁽³⁾	545,432	D
Common Shares	11/06/2024		S		25,000	D	$18.5187⁽¹⁾	442,145	I	See Footnote⁽⁵⁾
Common Shares	11/06/2024		S		25,000	D	$18.6336⁽²⁾	417,145	I	See Footnote⁽⁵⁾
Common Shares	11/06/2024		S		25,000	D	$18.8792⁽⁴⁾	392,145	I	See Footnote⁽⁵⁾
Common Shares	11/07/2024		S		25,000	D	$19.0377⁽⁶⁾	520,432	D
Common Shares								100,000	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.3800 to $19.3799. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the Securities and Exchange Commissionthe (the "SEC"), upon request, full information regarding the number of shares sold at each price within this range.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.5100 to $19.5099. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within this range.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.7600 to $19.7599. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within this range.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.7550 to $19.7549. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within this range.

5. Includes (i) 301,903 Common Shares held by Heyer Investment Management, LLC (ii) 31,219 Common Shares held by Harris Reid Heyer Trust, (iii) 37,219 Common Shares held by James Heyer Trust, (iv) 8,000 Common Shares held by Peter Justin Heyer Trust and (v) 25,000 Common Shares held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC (the foregoing entities, the "Andrew Heyer Entities"). The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew Heyer Entities. The reporting person disclaims beneficial ownership of such 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.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.9100 to $19.2000. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within this range.

7. The reported securities are held and independently managed by Mindy Heyer, the reporting person's spouse. The reporting person disclaims beneficial ownership of such securities.

	/s/ Inga Fyodorova, as Attorney-in-Fact for Andrew Heyer	11/08/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Heyer Andrew R sold $3,277,760 worth of shares (175,000 units at $18.73), decreasing direct ownership by 16% to 520,432 units (SEC Form 4)